HONG KONG, Jan. 25 /PRNewswire-FirstCall/ -- KHD Humboldt
Wedag International Ltd ("KHD") (Nasdaq: KHDH) announces that it will
distribute to its shareholders the shares of Mass Financial Corp. ("Mass
Financial"), a wholly-owned subsidiary of KHD, which has operated as
the international merchant banking operation and represents certain
financial services assets of KHD. KHD shareholders will receive one
share of Mass Financial common stock for each share held of KHD common
stock.
There will be no tax cost to United States and Canadian
shareholders as a result of the distribution and there will be no tax
effect on either KHD or Mass Financial. The distribution will not
substantially change the net worth or earnings of KHD for the year 2005
or the net worth of KHD going forward.
Mass Financial intends to focus exclusively on the growth
and development of the financial services, commodities trading and
merchant banking business, and it will be seeking an international
listing for its shares.
Commenting, Michael Smith, President of KHD, said, "We
are pleased to announce the distribution of our financial service assets
to our shareholders. This will allow KHD to concentrate on the growth
of our industrial and engineering services with technologies for cement
production and coal and minerals processing, while giving the benefits
of our financial services to our shareholders."
The financial services business of Mass Financial
requires substantially less capital than has been deployed in the past
and new capital required for Mass Financial will come from employees
and/or a placement of Mass Financial securities. KHD will provide a
limited amount of capital by the exchange of certain assets for
retractable preferred shares of Mass Financial. The assets will be sold
to Mass Financial at fair market value. The value of those assets and
the intrinsic value of the preferred shares will be determined by an
independent valuation, to be completed within 90 days after the
distribution.
KHD and Mass Financial will continue to assist in the
development of both companies and provide services to each other.
Certain financial services assets of KHD, which include a passive
royalty from an iron ore mine and some banking assets, will not be part
of the distribution. Mass Financial will manage certain assets for KHD.
The distribution will enable investors to evaluate the
financial performance, strategies and other attributes of KHD and Mass
Financial in comparison to companies within their respective industries.
The distribution will further allow the management of each company to
focus their attention and resources on the respective business of each
company.
In order to be entitled to receive common shares of Mass
Financial in the distribution, KHD shareholders must have been a
shareholder at the close of business on the record date of January 31,
2006.
KHD mailed an information statement regarding Mass
Financial to all shareholders of KHD entitled to receive common shares
of Mass Financial in the distribution on or about January 25, 2006. The
information statement describes the restructuring of KHD and, the
procedures by which the distribution was completed. Those who wish to
obtain a copy of the information statement may do so by accessing the
Securities and Exchange Commission's website located at www.sec.gov.
Contact Information: Allen & Caron Inc Joseph Allen (investors)
(212) 691-8087
joe@allencaron.com
or
Len Hall (media)
(949) 474-4300
len@allencaron.com
Rene Randall KHD Humboldt Wedag International Ltd
+1-604-683-8286
rrandall@bmgmt.com
About KHD Humboldt Wedag International Ltd
KHD Humboldt Wedag International Ltd owns companies that
operate internationally in the engineering services industry, and
specializes in the cement, coal and mineral engineering services
industries. To obtain further information on the company, please visit
our website at http://www.khdhumboldt.com.
Certain statements included herein are "forward-looking
statements" as defined by the Private Securities Litigation Reform Act
of 1995. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Factors that could
cause actual results to differ materially from anticipated results in
connection with management's belief that KHD Humboldt Wedag
International Ltd's expansion will continue to see increasing
opportunities for the company include risks and uncertainties such as:
the inability of the company to obtain regulatory approval to carry out
the distribution of the common shares of Mass Financial; general market
conditions that may adversely impact revenue generated by the KHD
Humboldt Wedag International Ltd business; the demand for products and
services; the number of competitors with competitively priced products
and services; the uncertainty of government regulation and politics in
the countries where we do business; product development or other
initiatives of KHD Humboldt Wedag International Ltd's competitors; and
other risks and uncertainties detailed in KHD Humboldt Wedag
International Ltd's Form 20F, 6-K's and other reports filed with the
Securities and Exchange Commission from time to time.
SOURCE KHD Humboldt Wedag International Ltd CONTACT:
Investors, Joseph Allen, +1-212-691-8087, joe@allencaron.com, or Media,
Len Hall, +1-949-474-4300, len@allencaron.com, both of Allen & Caron
Inc, for KHD Humboldt Wedag International Ltd; or Rene Randall of KHD
Humboldt Wedag International Ltd, +1-604-683-8286,
rrandall@bmgmt.com/Web site: http://www.khdhumboldt.com /
Communicate with management