Press release from Marketwire
Proxy Advisors ISS and Glass Lewis Endorse the Arrangement between Hanfeng Evergreen and 8310831 Canada
Thursday, March 07, 2013
TORONTO, ONTARIO--(Marketwire - March 7, 2013) - Hanfeng Evergreen Inc. (TSX:HF) ("Hanfeng" or the "Corporation") announced today that the proxy advisory firms Institutional Investor Services (ISS) and Glass Lewis & Co. have recommended that shareholders of Hanfeng vote in favour of the proposed arrangement with 8310831 Canada Inc. (8310831 Canada).
The ISS report concluded: "A vote FOR the Arrangement/Privatization is warranted as the premium is satisfactory, 100% consideration is cash, market reaction is favorable and there are no significant governance concerns."
The Glass Lewis report concluded: "We believe that the proposed privatization likely represents the best available alternative for the Company's unaffiliated shareholders at this time."
If the arrangement is approved, 8310831 Canada, a company wholly-owned by Mr. Xinduo Yu, the CEO of Hanfeng, will acquire all outstanding common shares at $2.25 per share.
Hanfeng shareholders are reminded to vote their proxy before Wednesday, March 13, 2013 at 8:30 a.m. (Toronto time). For more information and assistance in voting, please contact Kingsdale Shareholder Services Inc. at 1-888-518-6796 or by email at email@example.com.
This press release contains forward-looking statements based on current expectations, including but not limited to Hanfeng's plans, objectives and expectations, the Purchaser's plans, objectives and expectations with respect to Hanfeng and its business, statements regarding the timing of the Hanfeng Meeting and the closing of the proposed transaction, and the anticipated impact of the proposed transaction. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Risks and uncertainties about Hanfeng's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada. Additional important factors that could cause actual results to differ materially include, but are not limited to: the actual closing of the proposed transaction; the satisfaction or non-satisfaction as applicable of one or more conditions to the closing of the proposed transaction; delay of, or inability to receive Hanfeng Shareholders' approval or approval of the Ontario Superior Court of Justice. With respect to the forward-looking statements and information concerning the anticipated impact and completion of the proposed transaction and the anticipated timing for completion of the proposed transaction, the Purchaser and Hanfeng have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail Shareholder Meeting materials to Hanfeng Shareholders, the ability of the parties to receive, in a timely manner, the necessary Ontario Superior Court of Justice and Hanfeng Shareholders' approval, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the proposed transaction.
Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. In light of the significant uncertainties inherent in the forward-looking information included herein, any such forward-looking information should not be regarded as representations by either the Purchaser or Hanfeng that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. Hanfeng disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
About Hanfeng Evergreen Inc.
Hanfeng is a leading producer and supplier of value-added fertilizer solutions in emerging markets. It is the largest producer of slow and controlled release fertilizer in two of world's most significant agricultural markets: the People's Republic of China ("China") and the Republic of Indonesia. As the first company to introduce slow and controlled release fertilizers into China's agriculture market, Hanfeng has established itself both as a market leader and innovator. A Canadian company, Hanfeng is headquartered in Toronto, Ontario and its shares trade on the Toronto Stock Exchange under the ticker HF.
FOR FURTHER INFORMATION PLEASE CONTACT:
Hanfeng Evergreen Inc.
Niral V. Merchant
Chief Financial Officer
Spinnaker Capital Markets Inc.