You guys have seen this I take it>
Sasamat Capital Corporation Adjournment of Meeting
Tuesday May 23, 7:30 am ET
VANCOUVER, British Columbia, May 23 /PRNewswire-FirstCall/ -- Sasamat Capital Corporation ("Sasamat") (Pink Sheets: SSALF - News) announces that it intends to adjourn the meeting scheduled for 8:00 am (PST) May 23, 2006 to June 26, 2006 at 8:00 am (PST), 2006 in order to provide the shareholders of Sasamat (the "Shareholders") with time to consider certain changes to the arrangement agreement (the "Arrangement"). The changes are the result of an amendment (the "Amendment") to the Arrangement, entered into on April 24, 2006 with KHD Humboldt Wedag International Ltd. ("KHD") (Nasdaq: KHDH - News) which Arrangement provided for the acquisition by KHD of all of the outstanding common shares of Sasamat (the "Sasamat Shares").
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The Arrangement is structured such that the Shareholders participating in the Arrangement will exchange their Sasamat Shares for common shares of KHD (the "KHD Shares") on the basis of 0.12 KHD Shares for each Sasamat Share held, subject to adjustment. The share exchange ratio reflects a purchase price of CDN$3.57 per Sasamat Share and US$26.35 per KHD Share (being the closing price on Nasdaq on April 20, 2006). Prior to the Amendment, the Arrangement provided that the number of KHD Shares each participating Shareholder would be entitled to would be rounded down to the nearest whole number. No compensation was to be provided in lieu of the fractional KHD Shares that would otherwise be issuable. Under the Amendment, KHD has agreed to pay cash (in Canadian dollars) to participating Shareholders in lieu of the fractional KHD Shares that would otherwise be issuable. The amount to be paid is equal to the closing price of the KHD Shares on the last trading day prior to the effective date (the "Effective Date") of the Arrangement multiplied by the fraction of a KHD Share that would otherwise be issuable. For example, assuming the share exchange ratio remains at 0.12 and the market price of KHD Shares remains US$26.35, a participating Shareholder tendering 99 Sasamat Shares would receive 11 KHD Shares (99x0.12=11.88, rounded down to 11) plus the Canadian dollar equivalent of US$23.19 (0.88xUS$26.35) based upon the exchange rate from Canadian to U.S. dollars on the Effective Date.
The Amendment also provides for a slightly revised share exchange procedure for participating Shareholders that do not submit a letter of transmittal. Prior to the Amendment, participating Shareholders not submitting a letter of transmittal could present their share certificates at the Vancouver office of Pacific Corporate Trust Company ("PCTC"), the depositary for the Arrangement, and immediately receive their respective KHD Shares. Under the Amendment, the depositary will not hold pre-printed certificates at its Vancouver office. Rather, participating Shareholders that do not submit a letter of transmittal may deposit share certificate(s) representing their Sasamat Shares at the Vancouver office of the depositary and their KHD Shares and compensation in lieu of any fractional KHD Share will be mailed to them in due course.
All Shareholders are reminded that PCTC will send certificates representing KHD Shares and compensation for any fractional KHD Shares approximately 10 to 20 days after Shareholders have deposited with PCTC a letter of transmittal and certificates representing their Sasamat Shares. Certificates representing KHD Shares are not readily available at the offices of PCTC.
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