WHITEHORSE, YUKON / ACCESSWIRE / September 26, 2017 / Turbo Power Systems Inc. (LSE: TPS) ("TPS" or the "Company") and Tao Sustainable Power Solutions (UK) Ltd. ("Tao") announce that the Company has entered into an acquisition agreement with 536348 Yukon Inc. (the "Purchaser"), a wholly-owned subsidiary of Tao, to complete a group restructure transaction of the Company. The transaction will be effected through an amalgamation of TPS and the Purchaser (the "Amalgamation") under the Business Corporations Act (Yukon) (the "Act"). Under the proposed Amalgamation, common shares of the Company held by minority shareholders (other than Tao and its affiliates) will be exchanged for redeemable preferred shares of the amalgamated company and immediately redeemed for a redemption price of £0.0002 per share. The Amalgamation will constitute a going private transaction for the Company as Tao and its affiliates will own 100% of the outstanding shares of the amalgamated company.
The Board of Directors of the Company (the "Board") formed a special committee (the "Special Committee") of the independent director to evaluate the proposed Amalgamation and to make recommendations to the Board. The Special Committee received an opinion from Evans & Evans, Inc. (www.evansevans.com) to the effect that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth therein, the consideration to be received by minority shareholders of the Company pursuant to the Amalgamation is fair from a financial point of view to such shareholders. The Special Committee, after considering the price offered to shareholders, the financial condition of the Company, the limited ability for TPS shareholders to dispose of their shares, Tao's level of ownership as a shareholder of the Company, the fairness opinion, and a number of other factors, concluded that the consideration is fair to the minority shareholders. After considering these and other factors relevant to the Amalgamation, the Special Committee resolved that the Board submit the Amalgamation to a vote of the shareholders at a special meeting of shareholders and, in furtherance thereof, authorized the Company to enter into the acquisition agreement and to recommend to the shareholders to approve the special resolution in respect of the Amalgamation (the "Amalgamation Resolution").
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SOURCE: Turbo Power Systems Inc.