Sunday, May 31, 2009

BVI subsidiaries of Hutchison Whampoa Ltd publish status update of their cash tender offer

On May 22, 2009, the British Virgin Islands companies Acelist Limited, Daystep Limited, Ideal Zone Limited and Plan Bright Limited, all of them being wholly-owned subsidiaries of Hutchison Whampoa Limited, made an announcement in connection with the cash tender offer issued on May 7, 2009 by CI-based subsidiaries of Hutchison. The BVI companies announced that the notes were tendered on May 21, 2009. According to the terms and conditions of the tender offer, which are set in the Offer of Purchase, its expiration date currently is June 8, 2009.

The aggregate principal amount of the Notes tendered exceeds the US$1,500 mln Maximum Tender Offer Amount, so 2013 notes will, if accepted for purchase, be purchased on a pro rata basis. Any notes tendered but not accepted for purchase will be returned to the tendering parties following the expiration or termination of the applicable tender offer, are more fully set out in the Offer to Purchase.

Wednesday, May 27, 2009

CanAsia Financial Inc. announces proposed qualifying transaction with BVI company

CanAsia Financial Inc. announced that it has entered into an arm's length agreement in principle dated May 12, 2009 with the British Virgin Islands corporation Classet Holdings Inc., with the purpose to purchase all of the issued and outstanding securities of its wholly owned subsidiary Classet Co. Ltd, which is located in Seoul, South Korea, and was incorporated under the laws of South Korea in 2006.

Under the terms of the Agreement, the Canadian company has agreed to acquire Classet Co. from the BVI company for consideration of a CDN$25,000 deposit, 10 mln common shares of the company at a deemed price of $0.10 per share, 23 million redeemable convertible preferred shares of the company, and a redeemable debenture with the principal amount of $450,000 for the term of five years at an interest rate equal to 4% per annum.

Each preferred share into a common share of the company at any time after November 12, 2010, at a price per common share of CDN$0.10, subject to the company meeting the Exchange's public distribution requirements. Each Preferred Share is also redeemable by the company at a price of CDN$0.10 for a period of five years from the closing date.

In accordance with the TSX Venture Exchange, the transaction is intended to be the company's qualifying transaction. Closing of the transaction is expected to take place on or before November 12, 2009.

The South Korean company engages in design, manufacturing and distributing mobile broadcast receivers (digital) all-in-one CPU boards, digital mobile TVs, portable media players, high-definition set-top boxes, personal navigation assistants, multimedia codecs, USB applications and middleware. Company's sales are primarily in Asia including Korea, Japan, China and Taiwan, however, Classet Co. has appointed representatives and distributors worldwide.

Saturday, May 23, 2009

CITIC Bank acquires major stake of its associate from the BVI company

Last week, China CITIC Bank acquired a 70.32 per cent stake in CITIC International Financial Holdings Ltd. from the British Virgin Islands-registered Gloryshare Investments (GI), a wholly-owned subsidiary of CITIC Group. By terms of the contract, the stake will be purchased from the BVI company for HKD 13.56 billion in cash. Some analysts consider that the deal brought the bank a HKD 2.11 billion non-guarantee loan.

In January 2009, CITIC International Financial, which is a joint venture between the BVI-registered GI and Banco Bilbao Vizcaya Argentaria SA (BBVA) , signed a contract to receive a HKD 3 billion credit line from its two shareholders - a HKD 2.11 billion credit line from GI, and a HKD 890 million one from BBVA. After the completion of the deal, CITIC Bank will take the responsibility to grant the HKD 2.11 billion credit line to CITIC International Financial. The credit line is of no guarantee as it was granted by parent company to subsidiary.

CITIC Bank's loans granted to related companies reached CNY 2.8 billion in 2007, rising 23.05 per cent year on year, and making 0.49 per cent of its total loans. In 2008, the amount of loans reached 5.7 billion - 104.9 per cent from a year ago, accounting for 0.88 per cent of the total loans. This year, the figure is expected to be around HKD 7.8 billion.

GI, a wholly-owned subsidiary of CITIC Group, became the fourth biggest shareholder of CITIC Bank having taken a 4.93 per cent stake in it as of March 31, 2009.

Monday, May 18, 2009

Chinese medicine company completes reverse merger with BVI holding group

On May 7, 2009, Domain Registration Corp., which is now in the process of changing its name into BioPharm Asia, Inc., acquired all of the outstanding capital stock of the British Virgin Islands-based China Northern Pharmacy Holding Group Limited (CNPH). The company has preliminarily completed the integration of industry chain, extending the sole trading business (including terminal chain stores, distribution and wholesale business). The Board of Directors of Domain Registration Corp. has adopted certain amendments, which include name change to BioPharm Asia, Inc., which shall become effective upon shareholder approval and the supply of information to the SEC.

BVI-registered CNPH is a holding company that acquired all of the outstanding stock of China Northern Pharmacy Holding Group Limited based in Hong Kong (CNPH HK), the company that owns two operating subsidiaries focused on pharmaceutical logistics and distribution as well as the sale of herbal products throughout China. Through these two wholly-owned subsidiaries, Domain Registration Corp. is planning to create a comprehensive pharmaceutical company in China, and an integrated industry chain.

The company which will be named BioPharm Asia intends to further include into its business Tibetan pharmacies, healthcare and medicine delivery services.

Future BioPharm Asia held a press conference concerning the successful reverse merger, which was attended by some institutional investors and investment banks from the United States, and entrepreneurs from approximately 50 well-known Chinese pharmaceutical companies, medicine distributors and pharmacy chains.

Wednesday, May 13, 2009

2020 ChinaCap Acquirco, Inc. and its BVI subsidiary sign share purchase agreement with WHL

On May 11, 2009, 2020 ChinaCap Acquirco, Inc. has announced that along with its wholly-owned British Virgin Islands-registered subsidiary Exceed Company Limited (Newco) it has entered into a definitive share purchase agreement with Windrace International Company Limited (WHL). WHL is one of the largest branded sportswear companies in China, engaged in the design, manufacturing, trading and distribution of sporting goods in the country. 2020 is a public acquisition company formed in Delaware in 2006, to effeect a business combination with an operating business with operations in PRC.

After completion of the transaction, WHL will become a wholly owned subsidiary of Newco. Current management of the company will continue to run the business following consummation of the acquisition. George Lu, Chairman and CEO of 2020, stated that over the last years WHL managed to build one of the top five sporting goods companies in its market segment, and they are confident that its current transformational strategy 'will give the way to a stronger leadership position for WHL in China.'

Pursuant to the Share Purchase Agreement dated May 8, 2009, Newco will acquire all of the ordinary shares of WHL, and the last one will become a wholly owned subsidiary of Newco, which will merge with 2020, Newco being as the surviving company. Newco will acquire WHL in an all-stock transaction which includes 17,008,633 ordinary shares of Newco stock, excluding additional contingent shares. Pursuant to the agreement, 2,750,000 shares will be issued to WHL shareholders upon closing. Up to 14, 258,633 shares of these 17,008,633 shares noted will be released to WHL shareholders when, on a consolidated basis, the surviving company achieves or exceeds after-tax net profits in the fiscal years of 2009, 2010 and 2011.

Furthermore, WHL shareholders and their designees will be issued an additional 2,212,789 ordinary shares of Newco, when the surviving company achieves or exceeds after-tax net profits in the fiscal year ended December 31, 2011, in the amount of $64,333,821.

Friday, May 8, 2009

CI-based companies make cash tender offer to a group of BVI companies

On May 7, 2009, several Cayman Islands-based offshore companies, all of them being wholly-owned subsidiaries of Hutchison Whampoa Limited, announced the commencement of a cash tender offer by each of BVI-registered companies Acelist Limited, Daystep Limited, Ideal zone Limited and Plan Bright Limited, for the listed series of notes. All the named BVI companies also are wholly-owned subsidiaries of Hutchison Whampoa Finance Limited.

The terms and conditions of the tender offer are described in the Offer to Purchase and the Letter of Transmittal dated May 7, 2009. The Cayman Islands companies are collectively offering to purchase up to US$1,500,000,000 aggregate principal amount of Notes.

The term of the tender offer will expire on June 8, 2009, unless extended. Holders must validly tender their notes on or before the “Early Tender Date”, on May 21, 2009, and not withdraw such notes on or before the “Withdrawal Date”, in order to be eligible to receive the applicable Total Consideration.

The Total Consideration for each US$1,000 in principal amount of Notes tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the offer to purchase, and is equal to the sum of the present value on the date of payment of the applicable tender offer consideration of the principal amount plus the present value on the Settlement Date of all remaining scheduled payments of interest on such principal amount.

In addition to the applicable total consideration, or applicable tender offer consideration, holders whose notes are accepted for purchase will receive a cash payment representing the applicable accrued and unpaid interest up to the Settlement Date.

Monday, May 4, 2009

BVI-registered Atlas Minerals sells the stock of its BVI subsidiary to Quito JointVenture Group

Recently TSX Venture Exchange accepted for filing a Binding Letter of Intent between the British Virgin Islands-registered Atlas Minerals Inc. and Quito JointVenture Group, dated November 12, 2008.

By the terms of this Agreement, the BVI company is to sell to the QJV up to 100% of its stock in its wholly-owned subsidiary Atlas Moly Investment Corporation (BVI), which in its turn is the beneficial owner of Ecuador-based Atlas Moly S.A. Atlas Moly is the substantial holder of all the assets of the BVI company located in Ecuador.

The purchase price which will be paid by Quito JointVenture Group for the stock of Atlas BVI is CDN$425,000. Also, the company will retain a 1.5% net smelter return which can be bought by Ecuador company at any time for the price of US$1,500,000.