|By Marketwired .||
|November 28, 2012 07:28 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/29/12 -- Further to the announcement made by Asia Packaging Group Inc. (TSX VENTURE:APX) (the "Company") on June 7, 2012, the Company is pleased to announce that it has executed a Share Purchase Agreement (the "Purchase Agreement") to acquire the operating business of Yuanxing Package (China) Co., Ltd. ("Yuanxing China") through the acquisition (the "Acquisition") of all of the issued and outstanding share capital of Jiayuan Investment Ltd. ("Jiayuan"). Jiayuan is a BVI holding company that owns all of the issued and outstanding share capital of Yuanxing Holding (Hong Kong) Ltd. ("Yuanxing HK"), which owns all of the issued and outstanding share capital of Yuanxing China.
The terms of the Purchase Agreements were different from the letter of intent (the "LOI") that the Company announced on June 6, 2012. Under the Purchase Agreement,
-- the Company will only purchase Jiayuan, Yuanxing HK and Yuanxing China and not Yuanxing Package (Suzhou) Co., Ltd. (which was originally contemplated in the LOI); -- The purchase price of Yuanxing HK and Yuanxing China will be $48 million, payable as follows: -- issuance, at closing, of 60,000,000 shares of the Company at a deemed price of $0.40 per share for payment and satisfaction of $24 million at the closing time; -- payment of cash of $6 million at closing; -- a note payable to the vendors in the face amount of $18 million, which is subject to adjustments as described below, to be paid on the date that is one year after the closing date, which obligation will be evidenced by delivery of a promissory note of the Company; -- if the net income of Yuanxing China for the fiscal year ending December 31, 2012, as presented in its audited financial statements, is lower than RMB 80,000,000, the $18 million payable by the Company will be reduced by the amount that is equal to the Canadian dollar equivalent of the difference between (a) the net income of Yuanxing China for the fiscal year ending December 31, 2012 and (b) RMB 80,000,000. -- Completion of the proposed acquisition of Yuanxing HK and Yuanxing China will NOT be conditioned on any concurrent financing by the Company. The Company will pay the cash portion of the purchase price from the cash it currently has in its treasury; and -- The Company will not make any changes to its current Board of Directors or members of management.
Given the above payment terms and given that the acquisition no longer includes Yuanxing Suzhou, this Acquisition no longer represent a Reverse Takeover transaction as defined under Policy 5.2 of the TSX Venture Exchange (the "Exchange"). However, the Exchange has requested that the Company obtain approval of the Acquisition from disinterested shareholders and a sponsorship report for the Acquisition. The Company is currently working with Canaccord Genuity Corp. on the sponsorship report and also plans to obtain shareholders' approval by way of written consents from those shareholders who are unaffiliated with Mr. Wenge Hong, the Chairman, CEO and a director of the Company, and the vendors. Completion of the Acquisition is subject to, among other conditions, the following conditions:
1. the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Acquisition; and 2. the receipt of approval from disinterested shareholders of the Company.
The closing date of the Acquisition is scheduled to be 10 business days following the satisfaction or waiver of the condition precedents contained in the Purchase Agreement, but in any event no later than December 31, 2012, or such later date as mutually agreed upon by the Company and Yuanxing Packaging.
About Yuanxing China
Yuanxing China manufactures and markets a variety of retail/shopping bags and packaging products to the Chinese market from its manufacturing facilities in Quanzhou, Fujian Province. Based on IFRS audited financial statements, Yuanxing China had financial results as follows:
12 months ended 12 months ended 12 months ended (Canadian $000) 31/12/2011 31/12/2010 31/12/2009 ---------------- ---------------- ---------------- Revenues 49,380 27,583 18,372 Gross Profit 16,336 7,694 3,760 Net Income 10,761 4,546 2,047
A full set of audited financial statements for Yuanxing China will be available as part of the Business Acquisition Report to filed by the Company for the Acquisition.
About Asia Packaging Group Inc.
Asia Packaging Group, through its wholly-owned subsidiaries in the People's Republic of China ("PRC"), is in the business of manufacturing packaging products and services to the food and pharmaceutical industries in China. The Company operates a 38,000 square meter plant located in Yichun City, Jiangxi Province in PRC.
This news release contains certain statements that may be deemed "forward looking statements". Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects,", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward looking statements, except as required by law, in the event that management's beliefs, estimates or opinions, or other factors, should change.
Asia Packaging Group