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.