/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISTRIBUTION IN THE UNITED
STATES/
Listing: TSX Venture
Exchange
Symbol: DNX
TORONTO, March 11, 2019 /CNW/ - Dynex Power Inc.
("Dynex" or the "Company") (TSXV: DNX) is pleased to
announce the successful results of a special meeting of
shareholders of Dynex, held on March 11,
2019 in Toronto, Ontario
(the "Meeting"), to approve Zhuzhou CRRC Times Electric Co.,
Ltd.'s ("TEC") acquisition of all of the outstanding common
shares of Dynex ("Common Shares") that it does not already
own for $0.65 in cash per Common
Share by way of a plan of arrangement (the "Arrangement"),
as previously announced by the Company on January 18, 2019.
The Arrangement required approval of a special resolution with
respect to the Arrangement by (i) at least 66⅔% of the votes cast
by shareholders of the Company present in person or represented by
proxy at the Meeting, and (ii) a simple majority of the votes cast
by the minority shareholders present in person or represented by
proxy at the Meeting (excluding shareholders whose votes are
required to be excluded pursuant to MI 61 – 101 Protection of
Minority Security Holders in Special Transactions "MI
61-101")
The special resolution was approved by: (i) an aggregate of
76,700,521 Common Shares, representing 99.95% of the votes cast by
shareholders of Dynex present in person or represented by proxy at
the Meeting, and (ii) an aggregate of 16,408,269 Common Shares,
representing 99.78% of the votes cast by shareholders of Dynex
present in person or represented by proxy at the Meeting, excluding
the votes attached to Common Shares required to be excluded
pursuant to MI 61-101. A total of 95.31% of the issued and
outstanding Common Shares of Dynex were voted at the Meeting.
Now that the requisite shareholder approvals have been obtained,
a final order of the Ontario Superior Court of Justice (Commercial
List) approving the Arrangement will be sought on March 14, 2019. Provided that the final order is
obtained and subject to the satisfaction or waiver of all other
conditions specified in the definitive arrangement agreement dated
January 18, 2019, it is expected that
the Arrangement will be completed on or about March 15, 2019.
Following completion of the Arrangement, Dynex will cease
trading on the TSX Venture Exchange and will become a wholly-owned
subsidiary of TEC.
About Dynex Power Inc.
Dynex designs and manufactures high power semiconductors,
transistor modules and other electronic assemblies and components.
The company's power products are used worldwide in power electronic
applications including electric power transmission and
distribution, renewable and distributed energy, marine and rail
traction motor drives, aerospace, electric vehicles, industrial
automation and controls and power supplies. Dynex Semiconductor
Ltd. is its only operating business and is based in Lincoln, England. In 2008, a majority of the
shares of Dynex were acquired by Zhuzhou CSR Times Electric Co.,
Ltd. In April 2016 this company
changed its name to Zhuzhou CRRC Times Electric Co., Ltd.
About Zhuzhou CRRC Times Electric Co., Ltd.
Zhuzhou CRRC Times Electric Co., Ltd. is based in Hunan Province in the People's Republic of China. It is listed
on the Hong Kong Stock Exchange. CRRC Times Electric is mainly
engaged in the research, development, manufacture and sales of
locomotive train power converters, control systems and other
train-borne electrical systems, as well as the development,
manufacturing and sales of urban railway train electrical systems.
In addition, CRRC Times Electric is also engaged in the design,
manufacturing and sales of electric components including power
semiconductor devices for the railway industry, urban railway
industry and non-railway purposes.
Notice Regarding Forward Looking
Statements
This news release contains forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "estimates", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements include
statements with respect to all court and regulatory approvals and
the completion of the Arrangement. The forward-looking
statements included in this news release are made as of the date of
this news release and neither Dynex nor TEC undertakes any
obligation to publicly update such forward-looking statements to
reflect new information, subsequent events or otherwise unless
required by applicable securities legislation.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Dynex Power Inc.