Hanfeng Evergreen Inc.

Hanfeng Evergreen Inc.

March 14, 2013 13:11 ET

Hanfeng Evergreen Agrees to Extension of Closing of Privatization Transaction

TORONTO, ONTARIO--(Marketwire - March 14, 2013) - Hanfeng Evergreen Inc. (TSX:HF) ("Hanfeng" or the "Corporation") announced today that Hanfeng, Mr. Xinduo Yu ("Mr. Yu") and 8310831 Canada Inc. (the "Purchaser"), a corporation wholly-owned by Mr. Yu, have agreed to extend to a date not later than April 30, 2013 the time for completion of the privatization transaction by way of plan of arrangement announced on February 11, 2013 (the "Arrangement"). The terms of the Arrangement, under which the Purchaser will acquire all of the outstanding common shares of the Corporation not already owned by Mr. Yu for cash consideration of CDN$2.25 per share, otherwise remain unchanged. Hanfeng's annual and special meeting of shareholders (the "Meeting") will continue to be held on Friday, March 15, 2013 at 8:30 a.m. (Toronto time) to consider, and if thought fit approve, a special resolution in respect of the Arrangement pursuant to the arrangement agreement between the parties dated February 11, 2013 (the "Arrangement Resolution").

The extension will provide the Purchaser with further time to arrange the required financing to complete the Arrangement. Hanfeng has been advised by the Purchaser that the lender under its committed financing for the transaction has reduced the amount of funds it is prepared to advance to the Purchaser due to the negative impact on sales and cash flow of Hanfeng's Indonesian joint venture resulting from sales returns relating to non-compliant product, as reported by Hanfeng in its MD&A in respect of its financial results for the second quarter of fiscal 2013.

As previously announced, following the unanimous recommendation of the special committee of independent directors, the board of directors (other than Mr. Yu) has unanimously determined that the Arrangement is in the best interests of the Corporation, and continues to recommend that shareholders vote for the Arrangement Resolution.

This press release contains forward-looking statements based on current expectations, including but not limited to Hanfeng's plans, objectives and expectations, the Purchaser's plans, objectives and expectations with respect to Hanfeng and its business, statements regarding the timing of the Hanfeng Meeting and the closing of the proposed transaction, and the anticipated impact of the proposed transaction. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Risks and uncertainties about Hanfeng's business are more fully discussed in the Corporation's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada. Additional important factors that could cause actual results to differ materially include, but are not limited to: the actual closing of the proposed transaction; the satisfaction or non-satisfaction as applicable of one or more conditions to the closing of the proposed transaction;
delay of, or inability to receive Hanfeng Shareholders' approval or approval of the Ontario Superior Court of Justice. With respect to the forward-looking statements and information concerning the anticipated impact and completion of the proposed transaction and the anticipated timing for completion of the proposed transaction, the Purchaser and Hanfeng have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary Ontario Superior Court of Justice and Hanfeng shareholders' approval, the ability of the Purchaser to obtain all necessary financing to compete the proposed transaction, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the proposed transaction. Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. In light of the significant uncertainties inherent in the forward-looking information included herein, any such forward-looking information should not be regarded as representations by either the Purchaser or Hanfeng that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. Hanfeng disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.

Attention Hanfeng shareholders:
Be sure to vote your proxy before Friday, March 15, 2013 at 8:30 AM (Toronto time).
For more information and assistance in voting your proxy, please contact Kingsdale Shareholder Services Inc. at 1-888-518-6796 or by email at contactus@kingsdaleshareholder.com.

About Hanfeng Evergreen Inc.

Hanfeng is a leading producer and supplier of value-added fertilizer solutions in emerging markets. It is the largest producer of slow and controlled release fertilizer in two of world's most significant agricultural markets: the People's Republic of China ("China") and the Republic of Indonesia. As the first company to introduce slow and controlled release fertilizers into China's agriculture market, Hanfeng has established itself both as a market leader and innovator. A Canadian company, Hanfeng is headquartered in Toronto, Ontario and its shares trade on the Toronto Stock Exchange under the ticker HF.

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