2013-02-21 23:37:42 -
BRANTFORD, ONTARIO -- (Marketwire) -- 02/21/13 -- Wescast Industries Inc. (TSX:WCS.A) ("Wescast") announced that at a special meeting of Wescast shareholders (the "Meeting") held earlier today, Wescast received the requisite shareholder approvals for the plan of arrangement (the "Arrangement") pursuant to which Sichuan Bohong Industry Co., Ltd. ("Bohong"), through its wholly-owned subsidiary, will acquire all of the issued and outstanding capital of Wescast. 99.98% of the total votes cast by all shareholders and 100% of the votes cast by holders of Class B Common Shares were voted in favour of the special resolution approving the Arrangement.
Wescast and Bohong have also entered into a second amending agreement to the arrangement agreement that clarifies the treatment of the $4 million deposit with Wescast upon the closing of the acquisition.
The hearing in respect of the final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement is scheduled for Monday, February 25, 2013. As disclosed previously, Bohong requires financing to complete the Arrangement and Bohong has advised that it is in the process of settling definitive loan documents with China Development Bank Corporation ("CDB"). It is expected that the completion of the Arrangement will occur as soon as practicable following Bohong obtaining the necessary financings, which, as of the date hereof, has not yet occurred. Accordingly, the timing of the completion of the Arrangement is not currently known, although Wescast and Bohong anticipate that the closing will occur within approximately one month following today's date. Under the Arrangement, Wescast shareholders will receive $11.00 per share in cash.
Wescast Industries Inc. is the world's leading supplier of cast exhaust manifolds for passenger cars and light trucks. In addition to other products, Wescast designs, casts, machines and assembles exhaust system components, primarily exhaust manifolds, turbo charger housings and integrated turbomanifolds for automotive original equipment manufacturers ("OEMs") and Tier 1 customers for the car and light truck markets in North America, Europe, Asia, Africa, South America and Australia. Wescast employs approximately 2,200 people in 7 production facilities and 5 sales and design centres in Canada, Hungary, the United States, Germany, Japan and China. Wescast also has sales and technical design representation in the United Kingdom and France. Wescast is recognized worldwide for its quality products, innovative design solutions and highly committed workforce.
Learn more at www.wescast.com.
Forward Looking Statements
The contents of this news release contain statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements based on certain assumptions. Forward-looking statements are provided for the purpose of providing information about Wescast's current expectations and plans relating to the proposed acquisition. Persons reading this news release are cautioned that such information may not be appropriate for other purposes. Such forward-looking statements include the statements regarding the proposed acquisition and Bohong's financing. The words "may", "would", "could", "will", "likely", "expect", "anticipate", "estimate", "intend", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking statements.
This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward looking statements, including the ability of Bohong to obtain the necessary financing, China Development Bank providing the financing, Bohong obtaining other necessary People's Republic of China approvals and the closing of the proposed acquisition.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties principally relate to the risks associated with the proposed acquisition include, but are not limited to: the failure of Bohong to enter into the definitive loan agreements with CDB for the financing that Bohong requires to complete the proposed acquisition, or if entered into, satisfy the conditions thereunder, Bohong's lack of sufficient resources to complete the proposed acquisition in the absence of such financing, Wescast's lack of recourse against China Development Bank, or any other lender to Bohong, should such lender fail to provide the required financing, the possibility that any conditions to closing of the proposed acquisition under the arrangement agreement, including regulatory (including any approvals required in the People's Republic of China) and/or court approvals, may not be satisfied or waived, Bohong's assets and management being located outside of Canada limiting the practical ability of Wescast to enforce its legal rights under the arrangement agreement, including any judgement obtained in a Canadian court, against Bohong.
Wescast does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by law.
Wescast Industries Inc.
Edward G. Frackowiak
Chairman and CEO
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