06:53:22 EDT Tue 30 Apr 2024
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GLG Life Tech Corp (2)
Symbol GLG
Shares Issued 38,394,223
Close 2024-02-08 C$ 0.035
Market Cap C$ 1,343,798
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GLG to transfer Runde to Xiaogang, erase $79M in debt

2024-02-20 11:04 ET - News Release

Dr. Luke Zhang reports

GLG LIFE TECH CORPORATION ANNOUNCES AGREEMENT TO TRANSFER RUNDE SUBSIDIARY AND ERASE NEARLY CAD $79 MILLION IN DEBT

GLG Life Tech Corp. has signed an agreement, which, once fully approved, will result in the transfer of its Qingdao Runde Biotechnology Company Ltd. (Runde) production facility to Fengyang Xiaogang Hongzhang Health Industrial Park Co. Ltd. (Xiaogang). This transfer, contingent on necessary shareholder and regulatory approvals, is expected to eliminate nearly $79-million in bank debt from GLG's balance sheet.

The agreement -- part of a multiyear effort to bring about major improvements to the company's balance sheet -- was signed on Jan. 26, 2024. Under the terms of the agreement, for the sale price of one Chinese renminbi, 100 per cent of the equity in Runde, currently held by the company's Anhui Runhai Biotechnology Joint Stock Company Ltd. (Runhai) subsidiary, will be transferred to Xiaogang. Xiaogang will thereafter own Runde's tangible assets and will have sole liability for Runde's bank debts. The company will retain its intellectual property rights, including its proprietary technology and know-how in agriculture and natural sweetener production.

Under supplemental agreements expected to be signed by Runhai and Xiaogang in the coming weeks, Xiaogang will utilize Runde for the benefit of GLG and GLG's customers. Xiaogang will partner with Qingdao Honghongyuan Health Industry Technology Co. Ltd. (HHY) -- the operating entity previously formed to manage Runde's production operations -- such that Runde's production continues unchanged under HHY's processes and management. Xiaogang, via HHY, will produce goods at Runde exclusively for GLG, except for domestic China sales. In this manner, GLG's customers can rely on the same production expertise, processes and highest-quality standards remaining in place after this asset transfer becomes fully effective.

The bank debt currently held by Runde constitutes approximately 65 per cent of the company's bank debt. Thus, this agreement, arising out of extended negotiations with several parties, is expected to eliminate the majority of the company's bank debt. Combined with the expected disposition, through a Chinese court-ordered bankruptcy proceeding concerning another of the company's subsidiaries, Dongtai Runyang Stevia High Tech Co. Ltd. (Runyang), of Runyang's long-idle facility, the company expects to erase approximately $110-million of the company's approximately $123-million in bank debt -- thus, nearly 90 per cent of the company's bank debt (including principal and interest) is expected to be erased from the company's balance sheet.

Dr. Luke Zhang, the company's chairman and chief executive officer, stated: "I am very pleased to have reached agreement, after years of quite complex efforts, to arrange for a transfer of our Runde subsidiary in a manner that preserves the company's production abilities, even if indirectly, and continues the company's highest standards for its natural sweetener products, and simultaneously eradicates a majority of the company's bank debts. This is a fantastic win for GLG and I believe the company's shareholders will agree that this transaction is an eminently sound way to realize a huge step forward towards our long-term goal of overhauling our balance sheet."

The agreement concerning Runde provides that the equity transfer will only become effective upon completion of the company's regulatory obligations under Toronto Stock Exchange rules and regulations, including putting the agreement forth to the company's shareholders for a shareholder vote. Accordingly, the company expects to provide shortly its formal notice of a coming shareholder meeting, the subject of which will be this agreement and the underlying transaction.

The company continues to own and oversee its Runhai stevia and monk fruit manufacturing facility, located in Anhui province. The company currently centers its stevia and monk fruit production operations at the Runde facility and plans to continue doing so, via Xiaogang and HHY, after the transaction is made fully effective, with the ability to later augment Runde's operations with production operations at Runhai.

While Runhai's pre-existing guarantee of Runde's bank debts will continue unaltered, it is Xiaogang, rather than any of the company's subsidiaries, that will become the named bearer of the debts and the bank's primary recourse for the debts once the asset transfer becomes fully effective.

About GLG Life Tech Corp.

GLG Life Tech is a global leader in the supply of high-purity zero-calorie natural sweeteners, including stevia and monk fruit extracts used in food, beverages and dietary supplements. GLG's vertically integrated operations, which incorporate its fairness to farmers program and emphasize sustainability throughout, cover each step in the stevia and monk fruit supply chains including non-GMO (genetically modified organism) seed and seedling breeding, natural propagation, growth and harvest, proprietary extraction and refining, and marketing and distribution of the finished products. Additionally, to further meet the varied needs of the food and beverage and supplement industries, GLG's Naturals+ product line enables it to supply a host of complementary ingredients reliably sourced through its supplier network in China.

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