Sasamat Capital Corporation Adjournment of Meeting
May 23 2006 - 8:30AM
PR Newswire (US)
VANCOUVER, British Columbia, May 23 /PRNewswire-FirstCall/ --
Sasamat Capital Corporation ("Sasamat") (Pink Sheets: SSALF)
announces that it intends to adjourn the meeting scheduled for 8:00
am (PST) May 23, 2006 to June 26, 2006 at 8:00 am (PST), 2006 in
order to provide the shareholders of Sasamat (the "Shareholders")
with time to consider certain changes to the arrangement agreement
(the "Arrangement"). The changes are the result of an amendment
(the "Amendment") to the Arrangement, entered into on April 24,
2006 with KHD Humboldt Wedag International Ltd. ("KHD")
(NASDAQ:KHDH) which Arrangement provided for the acquisition by KHD
of all of the outstanding common shares of Sasamat (the "Sasamat
Shares"). The Arrangement is structured such that the Shareholders
participating in the Arrangement will exchange their Sasamat Shares
for common shares of KHD (the "KHD Shares") on the basis of 0.12
KHD Shares for each Sasamat Share held, subject to adjustment. The
share exchange ratio reflects a purchase price of CDN$3.57 per
Sasamat Share and US$26.35 per KHD Share (being the closing price
on Nasdaq on April 20, 2006). Prior to the Amendment, the
Arrangement provided that the number of KHD Shares each
participating Shareholder would be entitled to would be rounded
down to the nearest whole number. No compensation was to be
provided in lieu of the fractional KHD Shares that would otherwise
be issuable. Under the Amendment, KHD has agreed to pay cash (in
Canadian dollars) to participating Shareholders in lieu of the
fractional KHD Shares that would otherwise be issuable. The amount
to be paid is equal to the closing price of the KHD Shares on the
last trading day prior to the effective date (the "Effective Date")
of the Arrangement multiplied by the fraction of a KHD Share that
would otherwise be issuable. For example, assuming the share
exchange ratio remains at 0.12 and the market price of KHD Shares
remains US$26.35, a participating Shareholder tendering 99 Sasamat
Shares would receive 11 KHD Shares (99x0.12=11.88, rounded down to
11) plus the Canadian dollar equivalent of US$23.19 (0.88xUS$26.35)
based upon the exchange rate from Canadian to U.S. dollars on the
Effective Date. The Amendment also provides for a slightly revised
share exchange procedure for participating Shareholders that do not
submit a letter of transmittal. Prior to the Amendment,
participating Shareholders not submitting a letter of transmittal
could present their share certificates at the Vancouver office of
Pacific Corporate Trust Company ("PCTC"), the depositary for the
Arrangement, and immediately receive their respective KHD Shares.
Under the Amendment, the depositary will not hold pre-printed
certificates at its Vancouver office. Rather, participating
Shareholders that do not submit a letter of transmittal may deposit
share certificate(s) representing their Sasamat Shares at the
Vancouver office of the depositary and their KHD Shares and
compensation in lieu of any fractional KHD Share will be mailed to
them in due course. All Shareholders are reminded that PCTC will
send certificates representing KHD Shares and compensation for any
fractional KHD Shares approximately 10 to 20 days after
Shareholders have deposited with PCTC a letter of transmittal and
certificates representing their Sasamat Shares. Certificates
representing KHD Shares are not readily available at the offices of
PCTC. For further information please contact: Company's proxy
solicitation agent, Kingsdale Shareholder Services Inc. Toll free
(866) 381 4104 in North America or collect at (416) 867 2272
DATASOURCE: Sasamat Capital Corporation CONTACT: Kingsdale
Shareholder Services Inc., North America, +1-866-381-4104, or
collect, +1-416-867-2272, for Sasamat Capital Corporation
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