China Metro-Rural Holdings Limited (CNR) Announces Completion of 'Going Private' Transaction
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China Metro-Rural Holdings Limited (NYSE: CNR) is pleased to announce that it has completed the merger for a going-private transaction. Pursuant to an Agreement and Plan of Merger dated as of June 8, 2016, as amended, CMR Merger Sub Limited merged with and into the Company with the Company continuing as the surviving company and a wholly-owned subsidiary of China Metro-Rural Investment Limited.
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 the merger and Agreement and Plan of Merger, among other things.
As a result of the merger, among other things, each outstanding ordinary share prior to the merger was cancelled and converted into the right to receive US$1.03 in cash, without interest, other than: (i) each outstanding ordinary share held by certain persons specified in the merger agreement which was cancelled, and converted into and exchanged for, one fully paid and non-assessable ordinary share of China Metro-Rural Investment Limited, and (ii) each outstanding ordinary share held by shareholders who perfect dissenters' rights under the BVI Business Companies Act which was cancelled in exchange for payment of the fair value of such shares. Registered shareholders entitled to the cash merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the cash merger consideration and should wait to receive the letter of transmittal before surrendering their share certificates.
Further, as a result to the merger, the Company's ordinary shares will not be listed on the NYSE MKT and 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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