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