Friday, December 27, 2013

Silver Bull Resources signed Letter of Intent to sell BVI company securities

On December 13, 2013, Silver Bull Resources, Inc., a US registered mineral exploration company listed on both the NYSE MKT and TSX stock exchanges, entered into a binding letter of agreement with TSX-listed BHK Resources, Inc. Under the terms of the agreement, Silver Bull will sell to BHK all of the issued and outstanding securities of its subsidiary Dome International Global Inc., a private British Virgin Islands company which holds, indirectly, a 100 per cent interest in the Ndjole manganese and gold licenses, located in Gabon.

As consideration for the Dome Securities, BHK will pay to Silver Bull an aggregate amount of USD$1,500,000, payable in cash, of which USD$25,000 was paid as a non-refundable deposit upon the execution of the letter agreement. Upon the completion of the transaction, which is considered to be an arm’s length transaction, the BVI company will become a wholly owned subsidiary of BHK Resources.

Friday, December 20, 2013

Trunkbow International entered into merger agreement with BVI and Nevada companies

Trunkbow International Holdings Limited, the company providing mobile payment solutions and mobile value added services in China, entered into an agreement and plan of merger with Trunkbow Merger Group Limited, a business company incorporated in the British Virgin Islands, and Trunkbow International Merger Sub Limited, a Nevada company wholly owned by the BVI corporation.

Under the terms of the merger agreement, Trunkbow Merger Group will acquire the Chinese company for US$1.46 per share of the company’s common stock without interest. Trunkbow International Merger Sub will merge with and into Trunkbow International Holdings, with the last as the surviving corporation, becoming the wholly owned subsidiary of the BVI-registered Trunkbow Merger Group.

The company will call a meeting of its stockholders for the purpose of voting on the adoption of the Merger Agreement. If completed, the merger will result in the company becoming privately held, and its shares would no longer be listed on the NASDAQ.

Tuesday, December 10, 2013

NFC Data Inc. withdrew from agreement with Play LA Inc.

Play LA Inc., BVI-registered internet advertising and publishing company, announced that NFC Data Inc. withdrew from the Share Purchase Agreement which the parties had signed in December 2012 with the purpose of the BVI company to exchange its shares and acquire the business and assets of NFC Data Inc.

Geoff Cairns, CEO of NFC Data Inc., advised the company of the withdrawal after entering into agreements with private investors to sell a portion of NFC Data Inc. equity that would value NFC Data Inc. at $25,000,000.

It was stated that withdrawing the Agreement was a unilateral decision made by NFC Data Inc., while Play LA Inc. intended to complete the transaction, and now the BVI company is exploring the legal possibilities in this matter in all jurisdictions involved.

Tuesday, December 3, 2013

Exceed Company Ltd. signed merger agreement with CI- and BVI-registered companies

Exceed Company Ltd., one of the leading sportswear brands in China, entered into a definitive agreement and plan of merger with Cayman Islands exempt company Pan Long Company Limited, wholly owned by Exceed’s Chairman and CEO Mr. Shuipan Lin, and Pan Long Investment Holdings Limited, a business company registered in the British Virgin Islands and a wholly owned subsidiary of Pan Long Company Limited.

By terms of the merger agreement, the Cayman Islands company will acquire Exceed Company Ltd. for US$1.78 per ordinary share. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$60.1 million, on a fully diluted basis. Upon the closing of the transactions under the merger agreement, Mr.Lin will become beneficial owner of Pan Long Company Limited, together with the existing shareholders of the company who have elected to transfer their shares to the CI company in exchange for its newly issued shares.

Subject to the terms of the agreement, at the effective time of the merger, the BVI company will merge with and into Exceed Company Ltd., the last one remaining the surviving corporation and a wholly owned subsidiary of Pan Long Company Limited. The Merger is currently expected to close in the first quarter of 2014. If completed, the Merger will result in Exceed Company Ltd. becoming a privately held company and its Shares will no longer be listed on NASDAQ.

Friday, November 15, 2013

BGS Acquisition Corp. delists voluntarily from NASDAQ

BGS Acquisition Corp., a blank check company incorporated in the British Virgin Islands, initiated voluntary delisting of its ordinary shares, warrants and units from the NASDAQ Capital Market, in anticipation of the closing of the merger of BGS Acquisition with BGS Acquisition Subsidiary, Inc., a wholly owned subsidiary of BGS, which is to take place on or about November 22, 2013.

For this purpose, the BVI company notified NASDAQ of its intent to file a form 25 with the Securities and Exchange Commission on or about November 20, 2013, following the expiration of the Tender Offer. The official delisting will be effective ten days after BGS files the Form.

As described previously, BGS entered into an Amended and Restated Merger and Share Exchange Agreement with BGS Acquisition, BGS Merger Subsidiary, Inc., an indirect, wholly owned subsidiary of BGS, Black Diamond Holdings LLC, Black Diamond Financial Group, LLC and TransnetYX Holding Corp., pursuant to which BGS would merge with and into BGS Acquisition, with BGS Acquisition as a surviving company. Also, upon the transaction, TransnetYX would merge with BGS, the last one surviving and taking the name of TransnetYX.

Friday, November 8, 2013

Canadian company provides update on reorganization transaction

Canada-based Concordia Resource Corp., listed on TSX stock exchange, has issued an update on its corporate reorganization transaction which had been announced on October 1, 2013, and is aimed to transform it into the company focusing on high-technology exploration.

The company announced that the transaction has proceeded in due course. The Plan of Arrangement that is now to be approved by security holders will give effect to the previously announced 5:1 share consolidation, and the spin-out of the Company's Providencia and Cerro Amarillo properties and an estimated $5 million, into its newly incorporated subsidiary Meryllion Resources Corporation.

Being completed, the transaction would consolidate full ownership of the Ebende Ni-Cu-Co-PGM Project in the Democratic Republic of Congo, and give Concordia access to geophysical technology cluster of HPX TechCo - a company incorporated under the laws of the British Virgin Islands. As a result of the transaction, 85 per cent of the common shares of the Canadian company would be owned by the BVI-registered HPX TechCo, indirectly controlled by Robert Friedland, a resident of Singapore.

Wednesday, October 9, 2013

China’s advertising group receives “going private” proposal from BVI companies

Charm Communications Inc., a leading advertising agency group in China with particular focus on TV and internet, announced that it has received a preliminary non-binding proposal letter from Mr. He Dang, the chairman of company’s board of directors, Merry Circle Trading Limited, a British Virgin Islands-registered company controlled by Mr. Dang, another BVI company, Honour Idea Limited, owned by Mr. Dang, and  CMC Capital Partners HK Limited.

According to the proposal letter, dated September 30, 2013, the companies are to acquire all of the outstanding shares of Charm Communications, which are not currently owned by the above named BVI companies, in what should be a “going private” transaction, at a price of US$4.70 per ADS of the Chinese company, or US$2.35 in cash per Class A ordinary share of the company, and US$2.35 in cash per Class B ordinary share of the Company.

The company’s board of directors has formed a special committee of independent directors to consider the preliminary proposal. The committee intends to retain advisors to assist in the evaluation of the proposal.

Tuesday, October 1, 2013

Yongye International signed Merger Agreement with BVI- and Cayman Islands-based companies

Yongye International, Inc., a NASDAQ-listed Chinese company engaged in development, manufacturing and distribution of crop nutrient products in the PRC, entered into an Agreement and Plan of Merger with Full Alliance International Limited, incorporated in the British Virgin Islands, Yongye International Limited, a Cayman Islands exempt company with limited liability, and Nevada-based Yongye International Merger Sub Limited, which is wholly-owned direct subsidiary of the Cayman Islands company.

Under the terms of the merger agreement, Nevada corporation will merge with and into Yongye International, Inc., the last one continuing as the surviving corporation and a wholly-owned subsidiary of the CI-based Yongye International Limited. Each of the common stock shares of the Chinese company will be converted into the right to receive US$6.69 in cash without interest, except for shares owned by the BVI-registered Full Alliance International Limited, Cayman Islands-registered Yongye International Limited and Nevada-incorporated Yongye International Merger Sub Limited.

In connection with the merger transaction, Yongye International Limited has secured senior debt financing of up to $214 million from China Development Bank Corporation, Inner Mongolia branch and mezzanine debt financing for the merger of US$35 million from Lead Rich International Limited.

The transaction is expected to close before the end of the first fiscal quarter of 2014. The Board of Directors of Yongye International, Inc., acting upon the unanimous recommendation of a special committee of the Board of Directors, approved and adopted the merger agreement and has recommended that the company's stockholders vote to approve it. Upon completion of the merger, Yongye International, Inc. will become a privately held company and its shares will be delisted from the NASDAQ Global Market.

Tuesday, September 24, 2013

BVI company shareholders approved time extension for business combination

Last week, BGS Acquisition Corp., the BVI-incorporated company that had entered into merger agreement with Black Diamond Holdings LLC, announced the  results of its shareholder meeting, which was held on September 13, 2013.

BVI company’s shareholders approved an amendment to the Memorandum and Articles of Association, extending the date of completing the business combination with TransnetYX Holding from September 26, 2013 to November 26, 2013. The extension was previously approved by the Board of Directors of BGS Acquisition.

Cesar Baez, BGS Acquisition’s President and Chief Executive Officer, said in his comments, "We are pleased that shareholders granted us additional time to consummate our intended initial business combination with TransnetYX Holding Corp."

The Extension Tender Offer commenced on August 23, 2013 and will expire on September 23, 2013.  The tender offer to be issued in connection with the consummation of the proposed business combination with TransnetYX Holding Corp. has not yet commenced.

Friday, September 20, 2013

Camelot Information Systems Inc. signed Merger Agreement with BVI companies

Camelot Information Systems Inc., the Chinese company providing enterprise application and financial industry information technology services, entered into a definitive Agreement and Plan of Merger with Camelot Employee Scheme Inc., a limited liability company domiciled in the British Virgin Islands and owned by Chinese company’s Chairman and Chief Executive Officer Mr. Simon Yiming Ma, and Camelot Employee SubMerger Scheme INC., another BVI-incorporated limited liability company, which is wholly-owned subsidiary of Camelot Employee Scheme Inc

Under the terms of the merger agreement, Camelot Employee Scheme Inc. will acquire Camelot Information Systems for US$0.5125 per ordinary share of the Chinese company or US$2.05 per American Depositary Shares, each representing 4 shares. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$98.2 million, on a fully diluted basis.

At the time of the merger, Employee SubMerger Scheme INC. will merge with Camelot Information Systems, the last one continuing as the surviving corporation and a wholly owned subsidiary of the BVI-based Camelot Employee Scheme Inc.

The Merger Agreement and the Merger was approved by the board of directors of Camelot Information Systems, and it was recommended that the company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The deal is currently expected to close in early 2014. If completed, the Merger will result in the Chinese company becoming a privately held company, its ADSs being delisted from the NYSE.

Friday, September 6, 2013

BVI company entered into amended agreement with Black Diamond Holdings

BVI-registered company BGS Acquisition Corp., formed for the purpose of acquiring or merging with an operating business in the United States or Latin America, had entered into an amended and restated merger and share exchange agreement with Black Diamond Holdings LLC.

Previously, the BVI company signed definitive agreement to complete business combination with Black Diamond Holdings, the US-based holding company with assets in a number of sectors, including majority stake in TransnetYX Holding - a Delaware corporation formed in 2002 to develop an automated genotyping platform and provide genotyping testing services to biotechnology and medical researchers. The purpose of the amended and restated agreement is to provide for a business combination exclusively with TransnetYX Holding.

TransnetYX Holding has two wholly owned operating subsidiaries, - TransnetYX, Inc., a molecular diagnostics company that employs a novel automated genotyping platform, and Harmonyx Diagnostics, Inc., which focuses mainly on genetic application rather than discovery, and processes human patient samples for pharmacogenomic purposes.

In connection with the transaction, TransnetYX Holding shareholders will receive 8,000,000 shares of BGS common stock, and up to $15,000,000 in cash, part of which may be satisfied with shares of BGS common stock. Also, BGS Acquisition will redomiciliate to Delaware. Since BGS may not be able to complete the business combination prior to September 26, 2013, it has been determined by BGS’ board of directors to extend the termination date until November 26, 2013.

Monday, August 26, 2013

Chinese medical company’s shareholders establish BVI company for share acquisition purposes

Concord Medical Services Holdings Limited, a specialty hospital management solution provider company that operates the largest network of radiotherapy and diagnostic imaging centres in the PRC, announced that the company’s Chairman and CEO, Mr. Jianyu Yang, and its director, President and COO, Mr. Zheng Cheng, together with some other shareholders, have entered into the Share Purchase Agreements. 

Concord Medical informed that pursuant to these Share Purchase Agreements, Mr. Yang and Mr. Cheng have agreed to incorporate a British Virgin Islands company, which will purchase 37,064,808 ordinary shares and 4,660,976 American Depository Shares, each of them representing 3 ordinary shares of the Company, from certain other shareholders for a purchase price of US$6.10 per American Depositary Share, and an aggregate purchase price of US$103,797,063.21.

It is expected that, upon the closing of this acquisition transaction, Mr. Yang and Mr. Cheng will increase their aggregate beneficial ownership in the Company to approximately 48.0%.

Friday, August 16, 2013

Bontan corporation changed its name and redomiciled to BVI

Bontan Corporation Inc. announced that its application to move its jurisdiction of incorporation from Canada to the British Virgin Islands has been approved, and now the company will continue functioning as a BVI corporation under the new name Portage Biotech Inc.

On June 4, 2013, when Canadian company completed share exchange agreement with shareholders of the BVI-registered Biotech corporation Portage Pharma Limited, it was announced that the board of directors of Portage is comprised of Dr. Declan Doogan, Dr. Gregory Bailey, Mr. James Mellon and Mr. Kam Shah. Dr. Doogan is the new Chief Executive Officer, Mr. Shah is the Chief Financial Officer and Dr. Bailey is the Chairman of the Board.

In accordance with the terms of share exchange agreement, Portage Pharma Ltd. is an operating subsidiary of Portage Biotech Inc. Portage Pharma holds an exclusive licence in non-oncology fields under patents granted in the USA, Australia, Israel and New Zealand and patents applied for in Japan and Canada.

Portage Biotech continues to have reporting obligations under the Ontario Securities Act and under the US Securities and Exchange Act as a foreign reporting issuer. It will continue to trade on the OTCB Board. The redomiciled company is now in the process of filing the necessary documents with Financial Industry Regulatory Authority to register its new name, trading symbol and industry code.

Thursday, August 8, 2013

Canadian company acquires BVI-based holding group

Canada-based KWest Investment International Ltd. announced that it had signed Letter of Intent to acquire Fuhuiyuan International Group (Holdings) Limited, a newly formed trading company registered in the British Virgin Islands. Under the terms of the Letter of Intent, KWest shall issue to Fuhuiyuan International's shareholders an aggregate of 7,500,000 shares of its common stock, in exchange for all the outstanding shares of common stock of the BVI company. With the signing of the Letter of Intent, KWest will change its name to "Fuhuiyuan International Holdings Limited"

Fuhuiyuan International has recently entered into an agency agreement with Qingdao Fuhuiyuan Investment Co. Ltd., by terms of which it was appointed to act as its international agent to sell Qingdao Fuhuiyuan's products, including cosmetics, jewelry, dresses, bags and shoes, to collect payments made by overseas customers on behalf of Qingdao Fuhuiyuan, and oversee all related activities and expenditures. Also, duties of the BVI company will include overseas transportation, customs declaration, customs clearance and payment of taxes.

Wednesday, July 31, 2013

LJ International completed merger with Cayman Islands company

LJ International Inc., the British Virgin Islands-incorporated company engaged in jewellery retail and wholesale, announced the completion of the merger with the Cayman Islands exempt company with limited liability Flora Bloom Holdings, and a BVI business company Flora Fragrance Holdings Limited, wholly owned by the Cayman Islands company. The merger is contemplated by the previously announced agreement and plan of merger signed in the end of March, 2013, and was approved and authorized by LJ shareholders at an extraordinary general meeting of shareholders held on July 9, 2013.

According to the merger agreement, each ordinary share of LJ International has been cancelled for the right to receive US$2.00 without interest, except for the ordinary shares beneficially owned by Mr. Yu Chuan Yih, Mr. Peter Au, Ms. Ka Man Au, Mr. Hon Tak Ringo Ng, Mr. Yuin Chiek Lye, Ms. Vicky Chan, Mr. Zhicheng Shi, Primeon Inc., Hillside Financial and Shilin Investments, whose ordinary shares have been cancelled without the right to receive any consideration thereon from the Company.

LJ International has requested that trading of its ordinary shares on the NASDAQ Global Market be suspended. BVI company’s shares will be delisted from NASDAQ, and its registered securities will be deregistered effective in 90 days after the filing of Form 25 with the Securities and Exchange Commission.

Sunday, July 14, 2013

BVI company announced acquisition of common shares of Ethiopian Potash Corp.

Premier African Minerals Ltd., the company incorporated in the British Virgin Islands and engaged in acquisition and development of mineral properties across Africa, especially in West and Southern Africa, acquired control over 120,000,000 common shares of Ethiopian Potash Corp., representing approximately 42% of the issued and outstanding common shares of the company. This acquisition is part of a series of transactions which include the acquisition by Ethiopian Potash of all of the issued and outstanding shares of G and B African Resources SARL and G and B African Resources Mali SARL, which hold certain exploration permits in Togo and in Mali from Premier African Minerals.

Acquisitions were approved by shareholders of Ethiopian Potash Corp. at an annual and special meeting held on June 30, 2013.

Chief Executive Officer of Premier African Minerals and Chairman and Chief Executive Officer of Ethiopian Potash Corp. George Roach indirectly controls 16,993,774 common shares, representing 14% of the issued and outstanding common shares immediately prior to the transactions. As a result of the acquisition transactions, George Roach may be considered to beneficially own or exercise control or direction over an aggregate of 136,993,774 Common Shares, representing approximately 56% of the Common Shares, calculated in accordance with applicable Canadian securities laws.

The securities of Ethiopian Potash Corp. were acquired by Premier African Minerals for investment purposes.

Saturday, July 6, 2013

LDK Solar sold shares to BVI company

LDK Solar Co., Ltd., a leading vertically integrated manufacturer of photovoltaic (PV) products, announced that it had sold 25,000,000 newly issued ordinary shares to the British Virgin Islands-incorporated Fulai Investments Limited, wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong. In this transaction, the purchase price was US$1.03 per share, with an aggregate purchase price being US$25,750,000, pursuant to the terms and conditions of the share purchase agreement signed by the companies in April 2013.

LDK Solar, which headquarters and principal manufacturing facilities are located in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the People's Republic of China manufactures polysilicon, mono and multicrystalline ingots, wafers, cells, modules, systems, power projects and solutions. LDK Solar's office in the United States is located in Sunnyvale, California.

Friday, June 28, 2013

BVI-based blank check company acquires Black Diamond Holdings LLC

BGS Acquisition Corp., a blank check company formed in the British Virgin Islands for the purpose of acquiring or merging with operating businesses in the United States or Latin America, has entered into a definitive agreement with Black Diamond Holdings LLC. The purpose of the agreement with the US-based holding company is to complete a business combination and to acquire Black Diamond in all-stock transaction, which values Black Diamond at an equity value of US$400,000,000.

The execution of the definitive agreement with Black Diamonds allows the BVI company a three month extension to complete the business combination until September 26, 2013.

Black Diamond Holdings LLC is a diversified holding company having assets in a number of sectors, including mining, healthcare, and technology.

Friday, June 7, 2013

Hallwood Group Inc announced merger agreement with its BVI-incorporated shareholder

On June 4, 2013, it was announced that the Hallwood Group Incorporated, registered in Delaware, Hallwood Financial Limited, incorporated in the British Virgin Islands, and HFL Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Hallwood Financial Limited, entered into an Agreement and Plan of Merger, providing that HFL Merger Corporation will merge with and into the Hallwood Group Incorporated. Upon the terms of the agreement, the Hallwood Group will continue as the surviving corporation and a wholly-owned subsidiary of BVI-registered Hallwood Financial Limited.

The BVI company is controlled by Anthony J. Gumbiner, Chairman and CEO of the Delaware corporation, and Hallwood Financial Limited currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock of the Group, per value $0.10 per share.

The Hallwood Group Incorporated received a proposal from the BVI company in November 2012, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at a cash purchase price of US$10.00 per share. Then a special committee was formed to consider the proposal and to make a recommendation to the Board of Directors of the Group. The Board of Directors of the Group, upon the unanimous recommendation of the special committee, determined and declared it advisable to enter into the Merger Agreement, as well as approved the execution, delivery and performance of the Merger Agreement, and recommended adoption of the Agreement by the company stockholders. Stockholders will be asked to vote at a special stockholders meeting that will be held on a date to be announced.

Wednesday, June 5, 2013

Bontan acquires BVI-registered Portage Pharma Limited

Bontan Corporation Inc. announced the official signing and completion of share exchange agreement with shareholders of the BVI-registered Biotech corporation Portage Pharma Limited. The Letter of Intent between the companies was signed in April 2013, and now, under the terms of the signed agreement, all the shares of Portage Pharma Limited have been exchanged for approximately 81.7 million common shares of Bontan and approximately 71.4 million warrants valid for two years from the date of closing, exercisable to convert into an equal number of common shares of Bontan at an exercisable price of US$0.29 per share.

As a result of this transaction, Portange Pharma Limited merges into Portage Acquisition Inc., a wholly owned subsidiary of Bontan, incorporated in the BVI. The new merged entity, named Portage Pharma Inc., will be a subsidiary of Bontan.

After the share exchange transaction comes into effect, Bontan will have approximately 175 million common shares issued and outstanding of which approximately 91.5 million common shares will be restricted securities. Bontan will also have approximately 140 million options and warrants outstanding which are exercisable into an equal number of common shares.

Bontan together with its new subsidiary, Portage Pharma Inc., will be engaged in researching and developing pharmaceutical and biotech products through to proof of concept, focusing on unmet clinical needs and orphan drugs. After proof of concept, the Company will look to sell or licence the products to large pharmaceutical companies.


Thursday, May 16, 2013

BVI company updates information on its merger agreement

BVI-registered MDM Engineering Group Limited, a mineral process engineering and project management company focused on the mining industry, noted the announcement made by Sedgman Limited, and made an update on its proposed merger with Sedgman which was originally announced on 28 November 2012.

The merger remained subject to a number of conditions, as it was stated in the announcement on 28 November 2012. As a result of a recent volatility in commodity prices, some of MDM’s prospective clients reassessed the timing of commencement of certain large scale expansion projects. The delay in some of these projects will result in MDM not being able to satisfy the condition precedent, contained in the Merger Implementation Agreement agreed with Sedgman as announced on 28 November 2012.

MDM Engineering and Sedgman are currently negotiating revised Merger terms. The approvals from Tanzania and South Africa competition commissions have already been obtained. Further updates will be provided on the merger agreement.

Monday, April 29, 2013

LDK Solar entered into second share purchase agreement with BVI corporation

LDK Solar Co., Ltd., vertically integrated manufacturer of photovoltaic products, has entered into a share purchase agreement with the British Virgin Islands-registered company Fulai Investments Limited, which has agreed to purchase additional 25,000,000 newly issued ordinary shares of LDK Solar at a purchase price of US$1.03 per share. The aggregate purchase price will make US$25,750,000, subject to the terms and conditions of the share purchase agreement, dated April 25, 2013, and including a lock-up for 180 days from the closing date, which is agreed to be prior to June 28, 2013.

According to the share purchase agreement, the BVI corporation will pay LDK Solar in two installments prior to the closing: US$15,000,000 in May, and US$10,750,000 in June 2013. Upon consummation of the transaction, Fulai Investments also has the right to designate two non-executive directors to the LDK Solar board.

Monday, April 22, 2013

SYSWIN shareholders approved merger with BVI company

SYSWIN Inc., which is one of the leading primary real estate service providers in China, announced that its shareholders approved the previous agreement and plan of merger between BVI-registered business company Brilliant Strategy Limited, an exempted Cayman Islands company Brilliant Acquisition Limited, which is a wholly-owned subsidiary of the BVI company, and SYSWIN.

Approximately 89.20% of SYSWIN's total outstanding ordinary shares voted in person or by proxy at the extraordinary general meeting. Of the ordinary shares, approximately 99.99% were voted in favour of the proposal to approve the Merger Agreement, and approximately 100.00% were voted in favour of the proposal to authorize the directors of the company to do all things necessary to give effect to the Merger Agreement.

Pursuant to the agreement, Brilliant Acquisition Limited is to be merged with and into the Chinese company, which will survive the merger as a wholly-owned subsidiary of the BVI company. SYSWIN will become a privately held company, whose shares would no longer be listed on the New York Stock Exchange.


Thursday, April 11, 2013

Bontan Corporation signed Letter of Intent with BVI-based pharmaceutical company

Bontan Corporation Inc. signed letter of intent with Portage Pharma Ltd., a private limited company incorporated in the British Virgin Islands, with the purpose to acquire all the issued and outstanding shares of the BVI company for approximately 81.7 million shares of Bontan. 71.4 million shares of Bontan will be reserved for the shareholders of Portage to be issued as warrants and options.

Portage Pharma is a biotechnology company engaged in researching and developing products through to proof of concept with an early focus on unmet clinical needs and orphan drugs. Portage would look to sell or licence the products to Big Pharma. The BVI company is the holder a master licence to the Antennapedia platform for all pathologies (except oncology).

Closing of the proposed transaction between Bontan and Portage Pharma is expected to be completed by April 15, 2013, and is subject to the completion of due diligence, execution of a definitive agreement and other approvals.

Dr. Declan Doogan, the Chairman of Portage, stated in his comments: "Portage represents a significant opportunity to bring exciting new medicines to the market. Using the strong scientific, medical and drug development expertise in the company we believe we can identify and develop novel approaches utilizing the latest in scientific theory… Bontan provides access to public markets and allows us to proceed expeditiously with our development of the Antennapedia platform while sourcing additional products."

Tuesday, April 2, 2013

LJ International entered into agreement with Flora Bloom Holdings and its BVI subsidiary


British Virgin Islands-registered company LJ International Inc., which is a leading coloured gemstone and diamond jeweller having both retail and wholesale businesses, entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Limited, a business company with limited liability incorporated in the BVI, and a wholly-owned subsidiary of Flora Bloom Holdings.

Pursuant to this agreement, Flora Bloom Holdings will acquire LJ International for US$2.00 per ordinary share of the BVI company.

Immediately following the merger transaction, the Cayman Islands company will be owned by a consortium of investors led by Mr. Yu Chuan Yih, Chairman and Chief Executive Officer of the Company. LJ International’s Board of Directors approved the Merger Agreement and the Transaction and resolved to recommend that the company’s shareholders vote to approve the Merger Agreement and the Transaction.

If completed, the Transaction will result in LJ International becoming a privately-held company, and its shares would be delisted on the NASDAQ Global Market.

Wednesday, March 20, 2013

Evergreen Resources Holding (BVI) Ltd. converts its loan with MagIndustries

Evergreen Resources Holding (BVI) Ltd. acquired 295,770,211 common shares in the capital of MagIndustries Corp., a TSX-listed Canadian company focused on the development of its potash assets in the Republic of Congo. This acquisition transaction became a result of the conversion of $50,653,425 outstanding loan of the BVI company to MagIndustries Corp. The common shares were issued at a deemed conversion price of approximately $0.1713 per share.

The issuance of shares will result in the increase of Evergreen’s ownership interest in the Canadian company to 653,008,894 common shares – that is from approximately 77% to approximately 86% of the total issued and outstanding common shares of MagIndustries.

The conversion was previously approved at a special meeting of shareholders held in October 9, 2012.

Monday, March 18, 2013

BVI-based subsidiary of Vanoil Energy to acquire Avana Petroleum Limited


Vanoil Energy Ltd., Canada-based oil and gas company having portfolio of assets in Kenya and Rwanda, announced that its wholly owned subsidiary, Vanoil Energy Holdings Ltd., which is incorporated in the British Virgin Islands, signed a warranty and implementation agreement with the majority shareholders of Avana Petroleum Limited, and is going to make an offer to acquire the entire issued share capital of Avana.

All share transaction is recommended by the independent board of directors of Avana and supported by Avana’s CEO Sam Malin, with irrevocable undertakings to accept the offer from the Principal Shareholders, representing approximately 82 % of Avana's issued share capital.

Pursuant to the offer document, Vanoil Energy Holdings will offer to acquire the entire issued share capital of Avana for consideration including the issue of a total of 12,500,000 common shares in Vanoil, total of 5,000,000 Vanoil warrants; subject to the operator of the Kenyan Asset spudding a second well on Block L9, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held; and subject to the operator of the Seychelles Asset spudding a second well
on the Seychelles Asset, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held.

Following the offer, Vanoil's net recoverable mean unrisked prospective resources will increase from 927 million boe to approximately two billion boe, thus Vanoil will become closer to becoming an emerging leader in oil and gas exploration in East Africa. The transaction will bring geological and geopolitical diversification to the existing Vanoil portfolio.

Vanoil has agreed to guarantee the performance of the obligations of its BVI-registered subsidiary as they become due. All securities issued pursuant to the offer are subject to a 4 month hold period.
Sam Malin, the CEO and founder of Avana, is to be appointed to Vanoil's Board of Directors.

Monday, March 11, 2013

SYSWIN Inc. announced extraordinary meeting of shareholders

SYSWIN Inc., the company providing primary real estate services in China, has called an extraordinary general meeting of shareholders to be held on April 3, 2013, with the purpose to consider the proposal to adopt the agreement and plan of merger dated December 24, 2012.

The previously announced agreement is among SYSWIN Inc., British Virgin Islands-registered business company Brilliant Strategy Limited, and Cayman Islands-registered exempted company Brilliant Acquisition Limited, which is wholly owned by the BVI company. Under the terms of the agreement, Brilliant Acquisition will be merged with and into SYSWIN Inc., Chinese company surviving the merger and becoming a wholly-owned subsidiary of Brilliant Strategy Limited.

The merger agreement is approved by the board of directors of the Chinese company, and it is recommended that the company’s shareholders vote to approve the agreement and the transaction contemplated by it, including the merger.

Tuesday, March 5, 2013

Leo Mining and Exploration Limited acquired 58 per cent of Mkango Resources

BVI-registered company Leo Mining and Exploration Limited announced that it has acquired 4,285,715 units of Mkango Resources Ltd., pursuant to a subscription agreement signed on March 1, 2013. Acquisition price is C$0.175 per unit and an aggregate subscription price is C$750,000. The acquisition deal is based on a non-brokered private placement. The units are purchased for investment purposes.

Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.

After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.

Friday, March 1, 2013

BVI company to acquire shares of LDK Solar

LDK Solar Co., Ltd., a leading manufacturer of photovoltaic products, announced the sale of its 5,000,000 newly issued ordinary shares to Fulai Investments Limited, a company incorporated under the British Virgin Islands law and wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong.

In January 2013, LDK Solar entered into a share purchase agreement with Fulai Investments Limited, pursuant to which both companies are to fulfil the closing conditions to consummate the transaction prior to February 28, 2013. The shares are sold to the BVI company at a purchase price of US$1.83 per share, with an aggregate purchase price of US$9,150,000, completing the first portion of the transaction contemplated in the share purchase agreement.

The remaining 12,000,000 shares are to be issued and sold on or prior to March 28, 2013. Fulai Investments Limited also has the right to designate two non-executive directors to the LDK Solar board upon consummation of the transaction.

Wednesday, February 13, 2013

EastBridge Investment Group completes reverse merger with BVI corporation

EastBridge Investment Group Corporation (EBIG) announced that on February 6 EBIG and Cellular Biomedicine Group (CBMG), which is incorporated in the British Virgin Islands, signed all the documents and filed the Articles of Merger with the Registry of Corporate Affairs of the British Virgin Islands, with respect to the consummation of merger of CBMG with CBMG Acquisition Limited, another BVI company and a wholly-owned subsidiary of EBIG.

The merged entity is the wholly-owned subsidiary of EBIG, which continues operations under its name, and it common stock continues to be quoted under stock symbol EBIGD.

Cellular Biomedicine Group, Ltd. is focused on developing cell therapies for the treatment of cancer and degenerative diseases. Company’s scientists make cellular research, currently developing biomedicine based on tissue-derived progenitor cells, embryonic stem (ES) cells and cancer-specific dendritic cells.

EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services, targeting industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution.

Thursday, February 7, 2013

FracRock announced strategic JV with US oilfield service company

FracRock International, Inc., a privately held oilfield service and technology company registered in the British Virgin Islands, signed an agreement with Manek Energy LLC, an oilfield service company based in Texas.

By the terms of this agreement, Manek Energy will contribute new 40,500 horsepower hydraulic frac equipment package and a fully trained, experienced hydraulic fracturing team to FracRock, in exchange for an interest free note, which will be automatically convertible into shares of FracRock upon the occurrence of certain events. The owners of the Texas company will also be entitled to FracRock Board representation. 

Under the terms of the previously announced Memorandum of Understanding (MOU), the BVI company will provide its unique eco-friendly methodologies to assist operators in developing the Vaca Muerta shale play in Argentina in an environmentally responsible manner.

The agreement is conditioned upon the completion of a definitive agreement. The transaction is expected to be closed within 60 days.

FracRock's Chief Executive Officer, J. Christopher Boswell, said in his comments: "This agreement is an important step in the evolution of our Company. We visited with many North American based, pressure-pumping companies and the team at Manek stood out as the best partner for FracRock. They're very knowledgeable, experienced and dedicated to generating results for their clients. The owners of Manek also own and operate a successful E&P company, Richland Resources, and have expressed a willingness to share their valuable experience at drilling and completing economical shale wells in North America."

Wednesday, January 23, 2013

Focus Graphite and Lara Exploration signed agreement on BVI-owned graphite project

An emerging mining development company Focus Graphite Inc. signed Definitive Option Agreement with Lara Exploration Ltd. The agreement regards Caninde graphite project located in North-Eastern Brazil, and owned by Lara Exploration, through its wholly-owned BVI subsidiaries Lara (BVI) Ltd. and Pan Brazilian (BVI) Ltd.

Under the terms of the agreement, Lara Exploration, through the above named BVI companies, which collectively own 100% of the mineral rights to the Caninde property, has granted two separate options to Focus Graphite to acquire total 60% undivided interest in the Property, subject to an Underlying Royalty to a third party on 11 Exploration Licenses, in consideration of a staged expenditure commitment over 5 years, the issuance of 500,000 common shares of Focus to Lara and the reimbursement of Lara for certain claim acquisition costs.

Under the First Option, Focus can earn a 51% interest in the Caninde property by paying R$30,000 to a third party for claim acquisition costs on or before the date of this Agreement; issuing 500,000 common shares to Lara, and; carrying out exploration on the Property totalling $2.5 million by the third anniversary of the Agreement. Under the Second Option, Focus can earn an additional 9% interest in the property by carrying out additional exploration work and by completing a positive Preliminary Economic Assessment, for a total expenditure of at least $4.5 million by the fifth anniversary of the Agreement.

If Focus does not exercise the Second Option, Lara and Focus will enter into Joint Venture with Focus holding 51% interest and Lara holding 49% interest in the Property. If Focus exercises the Second Option, Lara and Focus will enter into JV with Focus holding 60% interest and Lara holding 40%. After the execution of the Joint Venture Agreement, both companies will proportionately fund the exploration program and the party holding majority interest will be deemed the operator of the Joint Venture. Throughout the duration of the agreement, Focus will act as the Operator of the program.

Tuesday, January 15, 2013

Polo Resources Ltd acquires shares in Signet Petroleum

Polo Resources Limited, an international coal mining and exploration group, incorporated in the British Virgin Islands, announced in December 2012 that it had made an offer to certain holders of shares and options of Signet Petroleum Ltd. to acquire their shares in Signet in return for 40 new shares in the capital of the BVI company for each Signet share acquired.

The Board of Directors approved nine unconditional acceptances from Signet shareholders who are collectively interested in 9,203,571 shares of Signet. Also, the company has approved the issue of 368,142,840 Consideration Shares to the Signet Shareholders who accepted the offer.

Polo currently holds an option to subscribe for a for a further 2.225 million shares each at an exercise price of US$1.25 and a two year warrant over 1,428,572 new Signet Shares at an exercise price of US$3.50 per share (or an adjusted price of US$0.50 per share less than the price of any new shares issued by Signet at a price lower than US$3.50. On exercise of the Signet Option and the warrant Polo will be interested in 21,516,665 Signet Shares, comprising 52.9 per cent of the issued shares of Signet.

After the first announcement, the BVI company informed that two further shareholders of Signet Petroleum Ltd have requested that their shares be acquired by Polo on the same terms as the offer to shareholders of Signet and that this request has been approved by the Board of Directors of the company. On completion of the acquisition, Polo Resources Ltd shall hold 17,863,093 Signet Shares thereby resulting in the Company owning 48.21 per cent of Signet’s issued shares.

Friday, January 4, 2013

Chinese real estate company merges with BVI-registered Brilliant Strategy Limited


In the end of the year 2012, SYSWIN Inc., which is a leading primary real estate service provider in China, entered into an agreement and plan of merger with Brilliant Strategy Limited, a British Virgin Islands-incorporated business company with limited liability, and its wholly-owned subsidiary Brilliant Acquisition Limited, an exempted company with limited liability, domiciled in the Cayman Islands.

The whole owner of the BVI company is Mr. Liangsheng Chen, Chief Executive Officer, President and a director of SYSWIN Inc. Brilliant Strategy Limited beneficially owns approximately 59.89% of Chinese company’s shares, and has an intention to finance the merger and other transactions contemplated by the Merger Agreement through a combination of cash contribution by Mr. Liangsheng Chen and cash in the Company and its subsidiaries.

Under the terms of the Merger Agreement, Brilliant Acquisition Limited will be merged with and into SYSWIN Inc., which will survive the merger and become a wholly-owned subsidiary of BVI-registered Brilliant Strategy Limited. Concurrently with the execution of the Merger Agreement, Mr. Liangsheng Chen issued a limited guaranty in favour of SYSWIN Inc., to guarantee the payment of the US$2,000,000 termination fee and reimbursement of expenses that may become payable to SYSWIN by the BVI company pursuant to the Merger Agreement, and an equity commitment letter committing to invest in Parent an amount equal to $15,500,000 to fund the merger.

The Merger Agreement was approved by the company’s Board of Directors. The transaction is currently expected to close about the end of the first quarter of 2013. If completed, the merger will result in SYSWIN becoming a privately-held company, and its shares will be delisted from the NYSE.