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SVX Sino Vanadium

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0.00 (0.00%)
Share Name Share Symbol Market Type
Sino Vanadium TSXV:SVX TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Sino Vanadium Inc. Announces Proposed Take Private Transaction

04/11/2011 5:10pm

Marketwired Canada


Sino Vanadium Inc. ("Sino" or "the Company") (TSX VENTURE:SVX) announces today a
management sponsored take private transaction (the "Take Private Transaction"),
pursuant to the terms and conditions of a support agreement (the "Support
Agreement") dated November 3, 2011 among the Company and Fit Plus Holdings Ltd.
("Fit Plus"), a company controlled by Liu Bingqiang, the President, Chief
Executive Officer and a director of the Company, and Ma Zhaoyang, a director of
the Company, who together with eight other Shareholders (the "Majority
Shareholders"), control, directly or indirectly, in aggregate approximately
73.9% of the total issued and outstanding common shares of the Company. 


The Take Private Transaction is intended to be carried out by way of a
redemption of all common shares (the "Redemption") held by the shareholders of
the Company (other than the Majority Shareholders) (the "Minority
Shareholders"), the end result being that subsequent to the Redemption, the only
remaining shareholders of the Company will be the Majority Shareholders. Upon
completion of the Take Private Transaction, the Company will proceed to apply to
delist its common shares from the TSX Venture Exchange ("TSX-V") and apply to
cease to be a reporting issuer in those jurisdictions in which it currently
holds such status. 


Pursuant to the Redemption, Minority Shareholders will be entitled to receive a
cash payment of Cdn.$0.27 for each common share so redeemed (the
"Consideration"). The cash payment for each redeemed common share represents a
premium of approximately 178% over the 30-day volume weighted average trading
price of the common shares on the TSX-V on the last trading day prior to this
announcement of the Take Private Transaction, and a premium of approximately
170% over the 60-day volume weighted average trading price of the common shares
on the TSX-V. 


The board of directors of the Company (the "Board") established a special
committee of independent directors comprised of Murray K. Atkins (Chair) and
Conway Kong Wai Lee (the "Special Committee"), which retained an independent
financial advisor to obtain both a formal valuation and a fairness opinion in
respect of the Take Private Transaction. Following its deliberations, including
its review of the formal valuation and the fairness opinion and the receipt of
advice from independent financial and legal advisors, the Special Committee
determined that the Take Private Transaction was in the best interest of the
Company, and that the Consideration to be received by the Minority Shareholders
pursuant to the Redemption is fair, from a financial point of view, to the
Minority Shareholders, and unanimously recommended that the Board approve the
Take Private Transaction and recommend to the shareholders that they vote in
favour of the Pre-Redemption Amendment Resolution.


All directors of the Company entitled to vote unanimously recommend that
shareholders vote in favour of the Pre-Redemption Amendment Resolution. 


In order to complete the Take Private Transaction the Company is required to
complete certain pre-Redemption steps, including amending the Company's Articles
(the "Pre-Redemption Amendment") to permit the Redemption. 


A special meeting (the "Meeting") of the shareholders of the Company has been
called for December 7, 2011 (Toronto time) to be held in Toronto, Ontario.
Shareholders entitled to vote at the Meeting are being asked to approve a
special resolution authorizing the Pre-Redemption Amendment (the "Pre-Redemption
Amendment Resolution") that must be passed by: (a) at least two-thirds of the
votes cast by shareholders present in person or represented by proxy at the
Meeting, and (b) for the purposes of TSX-V Policy 5.9 and Multilateral
Instrument 61-101 Protection of Minority Shareholders in Special Transactions, a
majority of the votes cast by the Minority Shareholders, present in person or
represented by proxy at the Meeting. All shareholders of record as of October
18, 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 Take Private 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 November 9, 2011. 


Shareholders should ensure that 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. 


The Take Private Transaction is subject to all regulatory, stock exchange and
shareholder approvals. 


Assuming the receipt of all necessary approvals and the satisfaction or waiver
of all relevant conditions, it is expected that the Take Private Transaction
will be completed on or about December 20, 2011. 


Forward-Looking Statements: 

This news release contains forward-looking statements relating to the proposed
Take Private Transaction, including statements regarding the anticipated
completion time of the proposed transaction and the delisting of the Company's
common shares after completion of the 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 Take Private Transaction is subject to a number
of terms and conditions, including, without limitation: (i) approval of the
TSX-V, (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 Take Private 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 Take Private 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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