IND Indy Diarytech Limited Com

VANCOUVER, July 5, 2011 /CNW/ -- VANCOUVER, July 5, 2011 /CNW/ - IND DairyTech Limited ("IND" or "the Company") (TSXV:IND) would like to take this opportunity to remind shareholders that the Company will hold an extraordinary general meeting of common shareholders (the "Meeting") in Beijing, China on July 29, 2011 at 10:00 a.m. (Beijing time) to approve the proposed take private transaction of the Company (the "Transaction").  The Notice of Meeting, the Management Information Circular (the "Circular"), the form of proxy and other meeting materials have been mailed to shareholders.  Shareholders are asked to ensure their proxies are submitted and received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting at which such proxies are to be used. The Transaction will require three resolutions to be approved by shareholders: (i) a special resolution to authorize amendments to the Company's articles of association (the "Articles") to revise the share redemption provisions and certain other provisions of the Articles that are necessary to provide the Company a right to compel the redemption of its share capital (the "Pre-Consolidation Amendment Resolution"); (ii) a special resolution to authorize amendments to the Articles to revise the share rights provisions of the Articles to vary the rights attached to the Company's share capital (the "Pre-Consolidation Variation Resolution"); and (iii) an ordinary resolution to authorize the consolidation of the issued and outstanding and authorized share capital of the Company on a two million to one basis (the "Consolidation Resolution").  Each of the Pre-Consolidation Amendment Resolution and the Pre-Consolidation Variation Resolution requires the approval of at least two-thirds of the votes cast by shareholders present in person or represented by proxy at the Meeting.  The Consolidation Resolution requires the approval of a majority of votes cast by shareholders present in person or represented by proxy at the Meeting. Since the Transaction is considered to be a "business combination" for the purposes of TSX Venture Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions (which incorporates the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), the Pre-Consolidation Amendment Resolution, the Pre-Consolidation Variation Resolution and the Consolidation Resolution must each be approved by a majority of the votes cast in respect thereof by the minority shareholders present in person or represented by proxy at the Meeting.  To the knowledge of the Company's management as at the date of the Circular, for the purposes of minority voting under MI 61-101, a total of 89,243,451 Common Shares held by the Excel Advance International Ltd., Unique Way Technology Ltd., their associates, affiliates and joint actors will be excluded from the minority vote in respect of the Pre-Consolidation Amendment Resolution, the Pre-Consolidation Variation Resolution and the Consolidation Resolution. About IND DairyTech Limited IND, through its operating subsidiaries, is an emerging raw milk and Holsteins producer in China that is seeking to become a leading provider of high quality raw milk and Holsteins to the Chinese dairy industry. To meet China's increasing demand for dairy products, the Company is using Canadian cattle genetics and North American farming practices to establish and develop its dairy herd in China. The Company plans to develop its herd in China through the use of advanced breeding techniques employing Canadian Holstein embryos that it intends to use to impregnate surrogate cows. These embryos have been created through in vitro fertilization using sexed semen to achieve an approximate 90% female birth rate. The use of these advanced breeding techniques is expected to allow the Company to rapidly expand its herd. The use of Canadian Holstein embryos also provides a practical solution to China's ban on the import of live Canadian cattle. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. Forward-Looking Statements: This news release contains forward-looking statements relating to the proposed Transaction, including statements regarding the completion of the proposed Transaction. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements. The completion of the proposed Transaction is subject to a number of terms and conditions, including, without limitation: (i) approval of the TSX Venture Exchange; (ii) required shareholder approvals; (iii) support of certain remaining shareholders who will not receive any consideration as a result of the proposed transaction; and (iv) certain termination rights available to the parties under a support agreement (the "Support Agreement"). These approvals may not be obtained, or the conditions of the Transaction may not be satisfied in accordance with their terms, and/or the parties to the Support Agreement may exercise their termination rights, in which case the proposed Transaction could be modified, restructured or terminated, as applicable. The forward-looking statements contained in this news release are made as of the date of this release. Except as required by applicable law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information with respect to certain of these and other assumptions and risks, please refer to the management circular to be filed by the Company with the applicable securities commissions, which will be available at www.sedar.com. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/July2011/05/c3468.html table valign="top" border="0" tr valign="top" td align="left" Jesse Zhubr/ Chief Executive Officer      br/ IND DairyTech Limitedbr/ 604-522-1619 /td td valign="top" align="left" Selen Zhoubr/ Corporate Secretarybr/ IND DairyTech Limitedbr/ 604-522-1619 /td /tr /table

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