Wescast Industries Inc.

Wescast Industries Inc.

January 14, 2013 09:11 ET

Wescast Calls Shareholder Meeting to Approve Transaction With Bohong

BRANTFORD, ONTARIO--(Marketwire - Jan. 14, 2013) - Wescast Industries Inc. (TSX:WCS.A) ("Wescast") today announced that, in connection with its previously-announced acquisition by Sichuan Bohong Industry Co., Ltd. ("Bohong") of China, the board of directors of Wescast has called a special meeting of the shareholders of Wescast (the "Meeting") to be held on February 21, 2013 at 10 a.m., Toronto time, to seek shareholder approval for the transaction. Shareholders of record as of 5 p.m., Toronto time, on January 28, 2013 will be entitled to receive notice of, attend, and vote at the Meeting. Closing of the transaction is expected to occur as soon as practicable after the Meeting and receipt of the final order from the Ontario Superior Court of Justice.

Bohong has waived the closing financing condition to the transaction in Bohong's favour. As disclosed in Wescast's November 28, 2012 press release, Bohong advised Wescast that China Development Bank Corporation ("CDB") has formally approved Bohong's loan application. Wescast and Bohong have also each waived their termination right that resulted from definitive loan documents with CDB not having been obtained by November 28, 2012. Bohong has advised Wescast that it and CDB are in the process of settling the definitive loan documents.

Full details of the transaction and certain other matters will be contained in an information circular ("Information Circular") that Wescast is preparing and will mail to shareholders in the coming weeks in connection with the Meeting. Wescast shareholders are urged to read the Information Circular once it becomes available, as it will contain important information concerning the transaction. Shareholders may obtain a copy of the Information Circular and other meeting materials when they become available at www.sedar.com.

About Wescast

Wescast Industries Inc. is the world's leading supplier of cast exhaust manifolds for passenger cars and light trucks. In addition to other products, Wescast designs, casts, machines and assembles exhaust system components, primarily exhaust manifolds, turbo charger housings and integrated turbomanifolds for automotive original equipment manufacturers ("OEMs") and Tier 1 customers for the car and light truck markets in North America, Europe, Asia, Africa, South America and Australia. Wescast employs approximately 2,200 people in 7 production facilities and 5 sales and design centres in Canada, Hungary, the United States, Germany, Japan and China. Wescast also has sales and technical design representation in the United Kingdom and France. Wescast is recognized worldwide for its quality products, innovative design solutions and highly committed workforce.

Learn more at www.wescast.com.

Forward Looking Statements

The contents of this news release contain statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements based on certain assumptions. Forward-looking statements are provided for the purpose of providing information about Wescast's current expectations and plans relating to the proposed acquisition. Persons reading this news release are cautioned that such information may not be appropriate for other purposes. Such forward-looking statements include the statements regarding the proposed acquisition and Bohong's financing. The words "may", "would", "could", "will", "likely", "expect", "anticipate", "estimate", "intend", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking statements.

This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward looking statements, including the ability of Bohong to obtain the necessary financing, China Development Bank providing the financing, Bohong obtaining other necessary People's Republic of China approvals and the closing of the proposed acquisition.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties principally relate to the risks associated with the proposed acquisition include, but are not limited to: the failure of Bohong to enter into the definitive loan agreements with CDB, or if entered into, satisfy the conditions thereunder, Bohong's lack of sufficient resources to complete the proposed acquisition in the absence of such financing, Wescast's lack of recourse against China Development Bank, or any other lender to Bohong, should such lender fail to provide the required financing, the possibility that any conditions to closing of the proposed acquisition under the arrangement agreement, including regulatory (including any approvals required in the People's Republic of China), shareholder and/or court approvals, may not be satisfied or waived, Bohong's assets and management being located outside of Canada limiting the practical ability of Wescast to enforce its legal rights under the arrangement agreement, including any judgement obtained in a Canadian court, against Bohong.

Wescast does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by law.

Contact Information

  • Wescast Industries Inc.
    Edward G. Frackowiak
    Chairman and CEO
    (519) 750-0000