Hanfeng Evergreen Inc.

Hanfeng Evergreen Inc.

January 08, 2014 07:40 ET

Hanfeng Evergreen Announces Management Changes and Termination of Privatization Transaction

TORONTO, ONTARIO--(Marketwired - Jan. 8, 2014) - Hanfeng Evergreen Inc. (TSX:HF) ("Hanfeng" or the "Corporation") announced today that Xinduo Yu is no longer the President and Chief Executive Officer of the Corporation or the legal representative of the Corporation's wholly-owned subsidiaries, Hanfeng Slow-Release Fertilizer (Heilongjiang) Co., Ltd ("Heilongjiang") and Hanfeng Slow-Release Fertilizer (Jiangsu) Co., Ltd. ("Jiangsu"). He will continue as a director of the Corporation. Niral Merchant will continue to serve in his role as Chief Financial Officer of the Corporation and will report directly to the Board of Directors.

The Corporation also announced today that it has terminated the arrangement agreement (as amended, the "Arrangement Agreement") in respect of the proposed privatization of the Corporation by Xinduo Yu and 8310831 Canada Inc., a corporation wholly-owned by Xinduo Yu (collectively, the "Purchaser"), which was previously entered into by the Corporation on February 11, 2013 and approved by the Corporation's shareholders at an annual and special meeting of the Corporation's shareholders held on March 15, 2013. Pursuant to the terms of Arrangement Agreement, the Corporation has claimed a reverse break fee from the Purchaser in the amount of $750,000. No contractual break fee is payable by the Corporation in connection with the termination.

In connection with the Corporation's ongoing efforts to surface a value-maximizing alternative, the Corporation is taking steps to preserve, and where appropriate monetize, its working capital, while continuing to explore potential partners and customers and strategic alternatives. In furtherance of these objectives, the Corporation has authorized the engagement of FTI Consulting Inc. ("FTI") as Interim Manager to serve in a supervisory and monitoring role, including designating a representative of FTI as a legal representative of Heilongjiang and Jiangsu.

Hanfeng is in the preliminary stages of this complex process and will provide updates as further information becomes available.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations, including but not limited to the Corporation's plans, objectives and expectations and the exploration by the Corporation of strategic alternatives. 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 the Corporation'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 ability of the Corporation to preserve or monetize its working capital; the ability of the Corporation to appoint a representative of FTI as a legal representative of Heilongjiang and Jiangsu; and the implementation of any alternative transaction on acceptable terms. 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 statements included herein, any such forward-looking statements should not be regarded as representations by the Corporation that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein. Forward-looking statements are provided for the purpose of providing information about the Corporation'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. The Corporation expressly 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.

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 and the Republic of Indonesia. Hanfeng is headquartered in Toronto, Ontario and its shares are traded on the Toronto Stock Exchange under the symbol HF.

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