Indy Diarytech Limited Com (TSXV:IND)
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VANCOUVER, July 5, 2011 /CNW/ --
VANCOUVER, July 5, 2011 /CNW/ - IND DairyTech Limited ("IND" or "the
Company") (TSXV:IND) would like to take this opportunity to remind
shareholders that the Company will hold an extraordinary general
meeting of common shareholders (the "Meeting") in Beijing, China on
July 29, 2011 at 10:00 a.m. (Beijing time) to approve the proposed take
private transaction of the Company (the "Transaction"). The Notice of
Meeting, the Management Information Circular (the "Circular"), the form
of proxy and other meeting materials have been mailed to shareholders.
Shareholders are asked to ensure their proxies are submitted and
received at least 48 hours (excluding Saturdays, Sundays and holidays)
before the Meeting at which such proxies are to be used.
The Transaction will require three resolutions to be approved by
shareholders: (i) a special resolution to authorize amendments to the
Company's articles of association (the "Articles") to revise the share
redemption provisions and certain other provisions of the Articles that
are necessary to provide the Company a right to compel the redemption
of its share capital (the "Pre-Consolidation Amendment Resolution");
(ii) a special resolution to authorize amendments to the Articles to
revise the share rights provisions of the Articles to vary the rights
attached to the Company's share capital (the "Pre-Consolidation
Variation Resolution"); and (iii) an ordinary resolution to authorize
the consolidation of the issued and outstanding and authorized share
capital of the Company on a two million to one basis (the
"Consolidation Resolution"). Each of the Pre-Consolidation Amendment
Resolution and the Pre-Consolidation Variation Resolution requires the
approval of at least two-thirds of the votes cast by shareholders
present in person or represented by proxy at the Meeting. The
Consolidation Resolution requires the approval of a majority of votes
cast by shareholders present in person or represented by proxy at the
Meeting.
Since the Transaction is considered to be a "business combination" for
the purposes of TSX Venture Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions (which incorporates the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), the Pre-Consolidation Amendment Resolution, the
Pre-Consolidation Variation Resolution and the Consolidation Resolution
must each be approved by a majority of the votes cast in respect
thereof by the minority shareholders present in person or represented
by proxy at the Meeting. To the knowledge of the Company's management
as at the date of the Circular, for the purposes of minority voting
under MI 61-101, a total of 89,243,451 Common Shares held by the Excel
Advance International Ltd., Unique Way Technology Ltd., their
associates, affiliates and joint actors will be excluded from the
minority vote in respect of the Pre-Consolidation Amendment Resolution,
the Pre-Consolidation Variation Resolution and the Consolidation
Resolution.
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 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 any
consideration as a result of the proposed transaction; and (iv) certain
termination rights available to the parties under a support agreement
(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.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/July2011/05/c3468.html
table valign="top" border="0" tr valign="top" td align="left" Jesse Zhubr/ Chief Executive Officer br/ IND DairyTech Limitedbr/ 604-522-1619 /td td valign="top" align="left" Selen Zhoubr/ Corporate Secretarybr/ IND DairyTech Limitedbr/ 604-522-1619 /td /tr /table