China Metro-Rural Holdings Limited (CNR) Announces Approval of Merger for Going Private Transaction
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China Metro-Rural Holdings Limited (NYSE: CNR) is pleased to announce that Kind United Holdings Limited and Cafoong Limited, which together beneficially own 52.8% of the total combined voting power of the Company, took action by written consent on August 18, 2016 to approve, among other things, an Agreement and Plan of Merger dated as of June 8, 2016, as amended, and the merger of CMR Merger Sub Limited with and into the Company with the Company continuing as the surviving company and a wholly-owned subsidiary of China Metro-Rural Investment Limited.
The Company expects the merger to close on August 18, 2016 and that, as a result of the merger, holders of the Company's ordinary shares -- other than certain specified affiliates, certain other holders and holders who properly perfect applicable dissenters' rights -- will receive an amount equal to US$1.03 per share in cash, without interest. Cashed-out shareholders will not have any equity interests in the Company going forward and will not participate in the governance and in the future prospects, growth or risk of loss, and earnings or losses of the Company.
Further, as a result to the merger, the Company anticipates that its ordinary shares will not be listed on the NYSE MKT and that no trading market will exist for these shares. Also, the Company will be eligible to terminate, and intends to terminate, its Exchange Act reporting obligations such that, after filing a Form 15, the Company will no longer be required to file its Annual Report on Form 20-F and Form 6-Ks.
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