KHD Humboldt Wedag announces agreement

KHD Humboldt Wedag announces agreement
Published: 25 April 2006

KHD Humboldt Wedag International Ltd. ("KHD") announces that it has entered into an arrangement agreement (the "Arrangement") with Sasamat Capital Corporation ("Sasamat") a 51 per cent subsidiary of KHD which in turn owns 35 per cent of KHD’s German operations, providing for the acquisition by KHD of all of the outstanding common shares of Sasamat (the "Sasamat Shares").

The Arrangement is structured such that Sasamat will amalgamate with a wholly owned subsidiary of KHD under the Canada Business Corporations Act ("CBCA"). Shareholders of Sasamat will exchange their Sasamat Shares for shares of KHD (the "KHD Shares") on the basis of 0.12 KHD Shares for each Sasamat Share held. The Arrangement requires court approval under the CBCA and approval by the shareholders of Sasamat. The Arrangement is also subject to various conditions customary for transactions of this type.