|By Marketwired .||
|January 28, 2013 11:14 AM EST||
BRANTFORD, ONTARIO -- (Marketwire) -- 01/28/13 -- Wescast Industries Inc. ("Wescast") (TSX:WCS.A) announced today that it has commenced the delivery of shareholder meeting materials in connection with its previously announced transaction pursuant to which a wholly-owned subsidiary of Sichuan Bohong Industry Co., Ltd. ("Bohong") will acquire all of the outstanding shares of Wescast by way of a plan of arrangement (the "Arrangement"). The Arrangement will be considered by Wescast shareholders at a special meeting scheduled to be held at 10:00 a.m., Toronto time, on February 21, 2013 (the "Meeting"). The shareholder meeting materials are being made available for review at www.sedar.com and on Wescast's website at www.wescast.com.
On January 24, 2013, Wescast obtained an interim order of the Ontario Superior Court of Justice under the Business Corporations Act (Ontario) to authorize the shareholder meeting process in connection with the Arrangement. The Arrangement is subject to, among other things, the approval of (i) at least 66 2/3% of votes cast by all Wescast shareholders present in person or represented by proxy at the Meeting voting as one class and (ii) at least two-thirds of the votes cast at the Meeting by the holders of Class B Common Shares present in person or represented by proxy at the Meeting. Assuming that the Arrangement is approved at the Meeting, Wescast is currently scheduled to return to court on February 25, 2013 to seek a final order to implement the Arrangement.
As disclosed previously, Bohong requires financing to complete the Arrangement and Bohong has advised that it is in the process of settling definitive loan documents with China Development Bank Corporation ("CDB"). It is expected that the completion of the Arrangement will occur as soon as practicable following Bohong obtaining the necessary financings, which, as of the date hereof, has not yet occurred. Accordingly, the timing of the completion of the Arrangement is not currently known, although Wescast and Bohong anticipate that the closing will occur within approximately one month following the date of the Meeting.
Wescast Industries Inc. is the world's leading supplier of cast exhaust manifolds for passenger cars and light trucks. In addition to other products, Wescast designs, casts, machines and assembles exhaust system components, primarily exhaust manifolds, turbo charger housings and integrated turbomanifolds for automotive original equipment manufacturers ("OEMs") and Tier 1 customers for the car and light truck markets in North America, Europe, Asia, Africa, South America and Australia. Wescast employs approximately 2,200 people in 7 production facilities and 5 sales and design centres in Canada, Hungary, the United States, Germany, Japan and China. Wescast also has sales and technical design representation in the United Kingdom and France. Wescast is recognized worldwide for its quality products, innovative design solutions and highly committed workforce.
Learn more at www.wescast.com.
Forward Looking Statements
The contents of this news release contain statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements based on certain assumptions. Forward-looking statements are provided for the purpose of providing information about Wescast's current expectations and plans relating to the proposed acquisition. Persons reading this news release are cautioned that such information may not be appropriate for other purposes. Such forward-looking statements include the statements regarding the proposed acquisition and Bohong's financing. The words "may", "would", "could", "will", "likely", "expect", "anticipate", "estimate", "intend", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking statements.
This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward looking statements, including the ability of Bohong to obtain the necessary financing, China Development Bank providing the financing, Bohong obtaining other necessary People's Republic of China approvals and the closing of the proposed acquisition.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties principally relate to the risks associated with the proposed acquisition include, but are not limited to: the failure of Bohong to enter into the definitive loan agreements with CDB, or if entered into, satisfy the conditions thereunder, Bohong's lack of sufficient resources to complete the proposed acquisition in the absence of such financing, Wescast's lack of recourse against China Development Bank, or any other lender to Bohong, should such lender fail to provide the required financing, the possibility that any conditions to closing of the proposed acquisition under the arrangement agreement, including regulatory (including any approvals required in the People's Republic of China), shareholder and/or court approvals, may not be satisfied or waived, Bohong's assets and management being located outside of Canada limiting the practical ability of Wescast to enforce its legal rights under the arrangement agreement, including any judgement obtained in a Canadian court, against Bohong.
Wescast does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by law.
Wescast Industries Inc.
Edward G. Frackowiak
Chairman and CEO