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.

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.

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.