IND DAIRYTECH LIMITED ANNOUNCES PROPOSED TAKE PRIVATE TRANSACTION

VANCOUVER, June 30, 2011 /CNW/ -- 
VANCOUVER, June 30, 2011 /CNW/ - IND DairyTech Limited ("IND" or "the
 Company") (TSXV:IND) announces today a take private transaction
 ("Transaction") has been proposed by Mr. Jiabei (Jesse) Zhu through
 Excel Advance International Ltd. ("Excel") and Unique Way Technology
 Ltd. ("Unique Way"), two companies controlled by Mr. Zhu.


The Transaction is proposed to be structured principally by way of a 2
 million to 1 consolidation (the "Consolidation") of the Common Shares
 and the Series A preferred shares (the "Preferred Shares") in the
 capital of the Company. To complete the Transaction, certain
 pre-Consolidation transactions, including the amendment of the
 Company's memorandum and articles of association (the "Articles") to
 permit the compulsory redemption of the fractional interest held by
 shareholders holding less than one whole Common Share, will be required
 (the "Pre-Consolidation Amendment'). Following the Consolidation, the
 Company will compulsorily redeem the fractional Common Shares held by
 shareholders who hold less than one whole post-Consolidation Common
 Share, on the basis of $0.50 per pre-Consolidation Common Share held
 (the "Consideration"). The Consideration represents a premium of
 approximately 100% over the 30 day volume weighted average price of the
 Common Shares on the TSX Venture Exchange ("TSXV") and a 65.61% premium
 over the 60-day volume weighted average of the Common Shares on the
 TSXV.


Upon completion of the Transaction, it is expected that only 5 holders
 of Common Shares shall remain including Excel and Unique Way. SAIF
 Partners III L.P. ("SAIF") will remain as the sole holder of Preferred
 Shares. Following the completion of the Transaction, the Company will
 apply to have its Common Shares de-listed from the TSXV. It will also
 apply to the applicable securities regulatory authorities to cease to
 be a reporting issuer in each province in which it is currently a
 reporting issuer following the completion of the Transaction.


A support agreement (the "Support Agreement") has been entered into
 among the Company, Excel, Unique Way and SAIF setting forth the terms
 of the Transaction. In addition, an extraordinary general meeting (the
 "Meeting") of the shareholders has been called for July 29, 2011
 (Beijing time) to be held in Beijing, at which time shareholders will
 be asked to consider, and if deemed advisable, approve the
 Transaction.  All shareholders of record as of June 29, 2011 (the
 "Record Date") will be entitled to receive notice of and to vote at the
 Meeting on the basis of one vote for each Common Share held. Full
 details of the Transaction, including a summary of the terms of the
 Support Agreement, will be included in a management information
 circular expected to be mailed to shareholders on or about June 30,
 2011.


The Transaction is subject to all requisite regulatory, stock exchange
 and shareholder approvals. Under the applicable corporate legislation,
 the Pre-Consolidation Amendment requires the approval of two-thirds of
 the votes cast by shareholders at the Meeting. The Consolidation
 requires the approval of a majority of votes cast by shareholders at
 the Meeting. In addition, the Transaction is considered to be a
 "business combination" for the purpose of Policy 5.9 Protection of Minority Security Holders in Special Transactions of the Corporate Finance Manual of the TSXV. As a result, the
 Pre-Consolidation Amendment and the Consolidation must be approved by a
 majority of the votes cast by the shareholders other than Excel, Unique
 Way, their associates and affiliates, and all persons acting jointly or
 in concert with them (the "Minority Shareholders").  It is expected
 that approximately 80,529,201 Common Shares will be excluded for the
 purposes of the vote of the Minority Shareholders.


The board of directors of the Company (the "Board") established a
 special committee of independent directors (the "Special Committee"),
 which retained its independent financial advisor to obtain a fairness
 opinion (the "Fairness Opinion") in respect of the
 Transaction. Following its deliberations including its review of the
 Fairness Opinion, the Special Committee determined that the Transaction
 was in the best interest of the Company and is fair, from a financial
 point of view, to the Minority Shareholders, and unanimously
 recommended that the Board approve the Transaction and recommend to the
 shareholders that they vote in favour of the Transaction.


All directors of the Company entitled to vote unanimously recommend that
 shareholders vote in favor of the Transaction.


Shareholder should ensure their proxies are submitted and received at
 least 48 hours (excluding Saturdays, Sundays and holidays) before the
 Meeting or the adjournment thereof at which such proxies are to be
 used.


Assuming the receipt of all necessary approvals and the satisfaction or
 waiver of all relevant conditions, it is expected that the Transaction
 will be completed on or about July 30, 2011.


About IND DairyTech Limited


IND, through its operating subsidiaries, is an emerging raw milk and
 Holsteins producer in China that is seeking to become a leading
 provider of high quality raw milk and Holsteins to the Chinese dairy
 industry. To meet China's increasing demand for dairy products, the
 Company is using Canadian cattle genetics and North American farming
 practices to establish and develop its dairy herd in China.


The Company plans to develop its herd in China through the use of
 advanced breeding techniques employing Canadian Holstein embryos that
 it intends to use to impregnate surrogate cows. These embryos have been
 created through in vitro fertilization using sexed semen to achieve an
 approximate 90% female birth rate. The use of these advanced breeding
 techniques is expected to allow the Company to rapidly expand its herd.
 The use of Canadian Holstein embryos also provides a practical solution
 to China's ban on the import of live Canadian cattle.


Neither the 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 news
 release.


Forward-Looking Statements:


This news release contains forward-looking statements relating to the
 proposed Transaction, including statements regarding the structure and
 completion of the proposed Transaction. Such forward-looking statements
 are subject to important risks, uncertainties and assumptions. The
 results or events predicted in these forward-looking statements may
 differ materially from actual results or events. As a result, you are
 cautioned not to place undue reliance on these forward-looking
 statements.


The completion of the proposed Transaction is subject to a number of
 terms and conditions, including, without limitation: (i) approval of
 the TSX Venture Exchange, (ii) required shareholder approvals, (iii)
 support of certain remaining shareholders who will not receive the
 Consideration, and (iv) certain termination rights available to the
 parties under the Support Agreement. These approvals may not be
 obtained, or the conditions of the Transaction may not be satisfied in
 accordance with their terms, and/or the parties to the Support
 Agreement may exercise their termination rights, in which case the
 proposed Transaction could be modified, restructured or terminated, as
 applicable.


The forward-looking statements contained in this news release are made
 as of the date of this release. Except as required by applicable law,
 the Company disclaims any intention and assumes no obligation to update
 or revise any forward-looking statements, whether as a result of new
 information, future events or otherwise. For additional information
 with respect to certain of these and other assumptions and risks,
 please refer to the management circular to be filed by the Company with
 the applicable securities commissions, which will be available at www.sedar.com.


 


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table border="0" tr valign="top" td align="left" Jesse Zhubr/ Chief Executive Officerbr/ IND DairyTech Limitedbr/ 604-522-1619 /td td align="left" valign="top" Selen Zhoubr/ Corporate Secretarybr/ IND DairyTech Limitedbr/ 604-522-1619 /td /tr /table p   /p 

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