Berkshire Griffin Inc.

June 01, 2009 19:04 ET

Berkshire Griffin Inc. Enters Into Definitive Agreement With China Wind Power International Corp.

TORONTO, ONTARIO--(Marketwire - June 1, 2009) – Berkshire Griffin Inc. (the "Corporation") is pleased to announce that it has entered into a definitive agreement dated May 25, 2009 (the "Agreement") with China Wind Power International Corp. ("China Wind"), an arm's length party to the Corporation, and China Wind's principals. Pursuant to the terms of the Agreement, the Corporation will amalgamate with China Wind (the "Amalgamation"). The resulting company ("Amalco") will carry on the business of China Wind and will retain the name of "China Wind Power International Corp."

Pursuant to the Agreement (i) every 16.51 issued share in the capital of the Corporation (the "Berkshire Shares") will be exchanged for one (1) Amalco common share; and (ii) every issued China Wind common share will be issued for one (1) Amalco common share. In addition, Amalco will change its financial year end to March 31, appoint Ernst & Young LLP as its auditors and retain the directors and officers of China Wind.

Closing of the Amalgamation is subject to a number of conditions including, but not limited to, the following:

  1. the Corporation obtaining shareholder approval for the Amalgamation;
  2. the TSX Venture Exchange (the "Exchange") approving the listing of the Amalco common shares for trading through the facilities of the Exchange;
  3. China Wind completing brokered and non-brokered private placements for gross proceeds of approximately $25 million dollars or such other amount as necessary to satisfy the Exchange's public distribution requirements (the "Private Placements"); and
  4. China Wind, through its wholly owned subsidiary, entering into certain agreements with Daqing Longjiang Wind Power Co. Ltd. and its shareholders, as described below.

About China Wind Power International Corp.

China Wind was incorporated under the Business Corporations Act (Ontario) ("OBCA") on June 27, 2008.  China Wind does not carry on any active business.  Under a series of transactions to be entered into (the "Reorganization"), China Wind will indirectly, through its wholly owned Hong Kong subsidiary, acquire a 100% interest in Daqing Longjiang Wind Power Technology Co., Ltd. ("Longjiang WFOE"), a wholly foreign owned enterprise formed in the People's Republic of China ("PRC"), which will enter into certain contractual arrangements (the "Wind Power Agreements") with Daqing Longjiang Wind Power Co. Ltd. ("Longjiang"), a company incorporated under the laws of PRC, and the shareholders of Longjiang, which will allow China Wind to effectively govern and administer the business operations and affairs of Longjiang, including entitlement to the economic benefits derived from Longjiang determined in accordance with the terms of the Wind Power Agreements.  As a result of the Wind Power Agreements, following the completion of the Reorganization, China Wind will be considered the primary beneficiary of Longjiang and will consolidate Longjiang's results of operations into its financial statements.

Longjiang is a wind farm developer that is currently building wind farms in Duerbert County, Heilongjiang Province, China.  It is currently building its first 49MW wind farm, and has recently commenced construction of the wind turbines foundations on its second 49.5MW wind farm.

About Amalco

Following the completion of the Amalgamation, Amalco will continue to carry on the business of China Wind and indirectly that of Longjiang.  Amalco will own all the issued shares of Longjiang WFOE, which will have entered into the Wind Power Agreements that, inter alia, will give the Longjiang WFOE ability to govern and administer the business operation and affairs of Longjiang, including entitlement to the economic benefits derived from Longjiang determined in accordance with the terms of the Wind Power Agreements.

After completion of the Amalgamation, the share capital of Amalco will consist of an unlimited number of common shares of which approximately 55,000,000 Amalco common shares are expected to be issued and outstanding (assuming the completion of the $25 million Private Placements).  All common shares will be fully paid and non-assessable upon issuance and have no par value.

Amalco will have working capital of approximately $30.02 million following the completion of the Amalgamation and the Private Placements. It is expected that the working capital will be used for the further development of Longjiang's second wind farm and for working capital.

The officers and directors of Amalco will consist of the following individuals:

  • Jun Liu will serve as director and Chief Executive Officer of Amalco.  Mr. Liu has 20 years of management and technology experience and is a founder of Heilongjiang Ruihao Group Co., Ltd., a renewable energy and technology development company concentrating in the areas of wind energy, biomass, solar, and geothermal energy.  Mr. Liu was also General Manager of Daqing Ovey Profile Co., Ltd. from December 2001 to March 2004 and General Manager of Daqing Oilfield Cable Co., Ltd. from December 1998 to November 2004.  He has won several awards recognizing his contributions to technology development. Mr. Lui graduated from Jilin Institute of Technology with a Bachelors Degree in Technical Economics. He also attended graduate studies in electrical engineering and business.
  • Wendell Zhang will serve as Chief Financial Officer of Amalco.  Mr. Zhang has over 10 years of public accounting experience with Ernst & Young both in China and Canada. Mr. Zhang began his career with Ernst & Young in China where his client base included large multinational corporations and public companies listed on the Hong Kong Stock Exchange and Shenzhen Stock Exchange.  Mr. Zhang also worked in Canada with Ernst & Young from 2005 to 2008. He graduated from Shenzhen University and obtained an MBA from York University. He also holds CPA, CFA and CIA designations.
  • Walter Huang will serve as director and Senior Vice-President of Amalco and will be in charge of Amalco's strategic development, corporate finance, investor relations and CDM related development. Mr. Huang was the co-founder and partner of a U.S. investment firm and led the firm's business in China during his six year tenure. Mr. Huang also has several years experience in the internet, telecommunication, renewable energy industries and CDM related projects.  Mr. Huang graduated from Fudan University with a B. Sc. in Electronic Engineering. He also attended graduate studies at the University of Cincinnati.
  • Hongliang Xu will serve as a director of Amalco. He is currently the Chairman of the Board of China Fulin Wind Power Development Corp.  He has more than 30 years experience in planning, layout, design, technical research, economic study, and engineering management in hydraulic and hydroelectric engineering. He is also a wind power expert who has taken charge of the planning, layout and design work of many large-scale wind power projects in China since 1992.  He led the constitution of "The Standard of Wind Power Feasibility Study Report" and "Measure of Wind Farm Operation and Management".  He is the pioneer in China's wind energy industry, and the major initiator who setup the industry standards for wind power project design, layout and planning in China.  Mr. Xu graduated from Tsinghua University with a Bachelor of Engineering degree in Hydraulic Engineering in 1978.
  • Linda Dundas will serve as a director of Amalco. Ms. Dundas has a unique multidisciplinary background spanning capital markets, trading, treasury, risk management, operations, corporate governance, and financial regulation, acquired over more than 20 years of business experience in senior-level corporate, banking and regulatory positions, in Canada and internationally.  She holds dual graduate degrees in economics and law, a post-graduate degree in international law, and is completing an MBA in general management with the Kellogg School of Management and the Schulich School of Business.  Ms. Dundas has served Head of International Affairs at the Ontario Securities Commission and as CGO, CIO, COO and Corporate Secretary of the Canadian Public Accountability Board where she played an instrumental role in launching the new auditor oversight agency.  She also acted as advisor to the Chair, the Board and the CEO on matters of corporate governance and strategy. Ms. Dundas is currently director with the Office of the Superintendent of Financial Institutions in the Supervision Sector.
  • Joshua J. Gerstein will serve as a director of Amalco. Mr. Gerstein joined the Investment Banking group of M Partners Inc. in October 2008.  Prior to joining M Partners, Mr. Gerstein worked with China Zirconium Limited as its Vice President of Corporate Development during the company's initial public offering on the Toronto Stock Exchange. Mr. Gerstein worked at ZED Financial Partners for over 5 years as a Principal of the firm, responsible for analyzing and evaluating businesses, assessing financing opportunities, and executing transactions.  Mr. Gerstien has a Bachelor of Arts (in Statistics) from the University of Western Ontario, a J.D. (Juris Doctor) from the University of Toronto Law School and an M.B.A. from the Rotman School of Management at the University of Toronto.

The Corporation has called an annual and special shareholders' meeting for July 8, 2009 to approve, among other things, the Amalgamation.  Detailed information on China Wind, Longjiang, Amalco and the Amalgamation will be contained in the Corporation's management information circular expected to be available on SEDAR on or about June 2, 2009 and will be mailed to shareholders of the Corporation shortly thereafter.

FORWARD LOOKING INFORMATION

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects",  "scheduled", "estimates", "forecasts", "intends", "anticipates", 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 information in this press release includes, but is not limited to, statements or information concerning the Corporation's planned Amalgamation and Private Placements, planned operations of Longjiang, planned Reorganization of Longjiang and China Wind, planned activities of Amalco and planned use of proceeds of Private Placements. The forward-looking information reflects management's current expectations regarding future events and operating performance and is based on certain assumptions.  Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including uncertainty of obtaining regulatory and shareholder approval, uncertainty of the Corporation completing the Private Placements, either on the terms announced or at all, results of the due diligence investigations, a material adverse change in the Corporation's condition, failure to complete the Reorganization of Longjiang and China Wind, market conditions, and other factors disclosed under the heading "Risk Factors" in the Corporation's information circular for the July 8, 2009 shareholders' meeting to be filed by the Corporation and other documents filed by the Corporation from time to time with the securities regulatory authorities. Readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact Information

  • Berkshire Griffin Inc.
    Martin Bernholtz
    CFO
    416-721-1721