TORONTO, Aug. 25, 2020 /CNW/ - Boyuan Construction Group, Inc. (TSX: BOY) (the "Corporation") today announced the completion of its previously announced going private transaction (the "Going Private Transaction").
The Going Private Transaction was structured as a consolidation (the "Consolidation") of the common shares in the capital of the Corporation (the "Common Shares") on the basis of one post-Consolidation Common Share for every 8,000,000 pre-Consolidation Common Shares, and a redemption of all fractional Common Shares resulting from the Consolidation (the "Redemption"). Mainway Management Limited (the "Majority Shareholder"), a company controlled by Mr. Shou Cailiang, President, CEO and Chairman of the Corporation, is now the sole remaining shareholder of the Corporation following the filing of articles of amendment to effect the Consolidation and the Redemption taking effect on August 24, 2020.
The Going Private Transaction was duly approved by shareholders at the special meeting of shareholders held on August 21, 2020. A total of 21,830,371 Common Shares (68.69% of all Common Shares issued and outstanding) were voted at the special meeting, with 99.31% of all votes cast, and 96.87% of votes cast excluding 17,056,144 Common Shares held by the Majority Shareholder, in favour of the Consolidation and Redemption.
Holders of Common Shares who now hold fractional Common Shares are entitled to receive a cash payment of C$0.50 per pre-Consolidation Common Share on account of such fractional shares. With the completion of the Going Private Transaction, Computershare Investor Services Inc., which is acting as depositary in respect of the Going Private Transaction, will commence the distribution of funds.
If you are a holder of Common Shares as at the close of business on August 21, 2020, your Common Shares represent a right to receive C$0.50 per pre-Consolidation Common Share held (the "Consideration"). If you are a registered holder of Common Shares, in order to redeem your Common Shares for cash, you will need to complete and submit the Letter of Transmittal, in accordance with the directions set forth therein, that you received along with the management information circular of the Corporation dated July 20, 2020. If you hold Common Shares beneficially (e.g., through your broker or dealer), the Consideration will be distributed to your account through your broker or dealer.
The Corporation has previously applied to the Toronto Stock Exchange (the "TSX") for permission to delist the Common Shares. The Corporation received the conditional approval for the delisting from the TSX on August 20, 2020. Delisting from the TSX will take effect when the TSX issues its final approval after the Corporation satisfies the conditions set out in the TSX conditional approval, which includes submission by the Corporation of certain documentation. The Corporation also intends to file applications with the applicable securities regulatory authorities to cease to be a reporting issuer.
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About Boyuan Construction Group, Inc.
Backed by a longstanding track record, Boyuan Construction Group, Inc. ("Boyuan" or the "Company") has the knowledge and expertise to design and build a wide range of commercial and residential developments, as well as municipal infrastructure and engineering projects. Based in Jiaxing City and with a growing presence in both Zhejiang Province and Hainan Province, Boyuan focuses on construction projects in China's fast-growing regions of the Yangtze River Delta and the Hainan Province. The Company's current project backlog includes residential, commercial, industrial and mixed-use developments. For more information visit www.boyuangroup.cn.
Certain statements included in this release contain words such as "could", "expects", "expectations", "may", "anticipates", "believes", "intends", "estimates" and "plans" (and similar expressions) and constitute "forward-looking statements" within the meaning of applicable securities law. Forward-looking statements contained in this press release include management's expectation on the procedures of payment of the Consideration, management plan to satisfy the conditions in the TSX conditional approval for delisting; management's expectation on TSX delisting, and management's plan to file application to cease to be a reporting issuer. These statements are based on the Corporation's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the Corporation and its subsidiaries operate. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which are difficult to predict and may cause the actual results, performance or achievements of the Corporation, or outcomes or results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, such factors which are described in the Corporation's annual information form and other filings with Canadian regulatory authorities. These statements, although considered reasonable by the Corporation at the date of this press release, may prove to be inaccurate and consequently the Corporation's actual results could differ materially from its expectations as set out or implied in this release. Unless otherwise required by applicable securities laws, the Corporation disclaims any intention or obligation to update or revise any forward-looking statements.
SOURCE Boyuan Construction Group, Inc.
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