www.chinahealthlabs.com
TORONTO,
Dec. 30, 2013 /CNW/ - China Health
Labs & Diagnostics Ltd. ("China Health" or the "Company")
(TSXV:CHO) announced today that, at the meeting of the Company's
shareholders held on December 18,
2013 (the "Meeting"), the shareholders approved the
amendments to the Company's Articles, the variation to share rights
and the share consolidation for purposes of the going private
transaction (the "Transaction") and that on December 28, 2013, the Company received from
Century Delight Investment Limited ("Century Delight") the
financing to complete the Transaction by way of a compulsory
redemption of shares. At the Meeting, 69 shareholders were
present in person and by proxy representing a total of 58,384,374
shares (pre-consolidated basis) that were voted at the
Meeting. The matters were also approved by a majority of the
minority shareholders of the Company, being those shareholders
other than Century Delight who owns 47,009,266 shares
(pre-consolidated basis).
As previously announced by the Company on November 8, 2013, the Company and Century Delight
entered into an agreement (the "Agreement") pursuant to which
Century Delight will become the sole shareholder of the Company
following the Company taking action to compulsorily redeem for
cancellation all of the outstanding shares of the Company not
already owned by Century Delight for cash consideration of CAN$0.62
per share (pre-consolidated basis). The Transaction will be
effected by way of a share consolidation and redemption under the
Companies Law (2013 Revision) of the Cayman Islands. Century Delight is a
company indirectly owned and controlled by Mr. Shiping (Wilson) Yao, the Company's President
and Chief Executive Officer and a member of the Company's board of
directors.
The Transaction will be effected as soon as possible by way of a
47 million to one share consolidation of all of the issued and
outstanding shares. The Company will then compulsorily redeem
for cancellation all of the shares held by shareholders whose
aggregate holding is less than one whole post-consolidation
share. As a result, upon completion of the Transaction, only
Century Delight will remain as the sole shareholder of the
Company. Shareholders holding fractional shares that in
aggregate are less than one whole share following the
consolidation, will be entitled to receive a cash payment of
CAN$0.62 for each pre-consolidation share on the compulsory
redemption of such fractional post-consolidations shares. The
Company will also pay approximately $67,000 in cash for the buy-out, surrender and
cancellation of outstanding share purchase options.
Once the Transaction is completed, the common shares of the
Company will be delisted from the TSX Venture Exchange and the
Company will also apply to the applicable Canadian securities
regulatory authorities to cease to be a reporting issuer in each
province in which it is a reporting issuer.
Trading of the Company's shares on the TSX Venture Exchange was
voluntarily halted on December 13,
2013, three business days prior to the Meeting; such halt is
intended to avoid or minimize settlement and entitlement
issues. Trading will remain voluntarily halted until the
proposed Transaction is completed.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
FORWARD LOOKING INFORMATION
This news release contains forward-looking statements and
information that are based on the beliefs of management and reflect
China Health's current expectations. When used in this news
release, the words "estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the
negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and
information. The forward-looking statements and information
in this news release includes information relating to completion of
the going private transaction. The forward-looking
information is based on certain assumptions, which could change
materially in the future. Such statements and information
reflect the current view of China Health with respect to risks and
uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and
information. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among
others, the risk that the Company is unable to complete the share
consolidation or the compulsory redemption, the necessary
regulatory approvals are not obtained or the transaction may be
terminated prior to completion. These and other risks are
further described under "Risk Factors" in the Company's
management's discussion and analysis dated April 30, 2013, which is available on SEDAR and
may be accessed at www.sedar.com. When relying on China
Health's forward-looking statements and information to make
decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential
events. China Health has assumed a certain progression, which
may not be realized. It has also assumed that the material
factors referred to above will not cause such forward-looking
statements and information to differ materially from actual results
or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance
that such assumptions will reflect the actual outcome of such items
or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE
REPRESENTS THE EXPECTATIONS OF CHINA HEALTH AS OF THE DATE OF THIS NEWS
RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.
READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE CHINA HEALTH MAY
ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
SOURCE CHINA HEALTH LABS &
DIAGNOSTICS