Chaarat Gold Holdings provides update on its acquisition proposal

Chaarat Gold Holdings Limited, the AIM-listed exploration company registered in the British Virgin Islands, made the proposal in relation to the acquisition of the Kumtor mine from Centerra Gold Inc. The mine is valued by the previous owner at US$800mln. It is proposed that the consideration will be funded by US$400mln in cash from Chaarat. Also, it is proposed that subject to the Kyrgyz government’s approval US$400mln of Centerra shares currently held by Kyrgyzaltyn will be transferred to Centerra and cancelled in exchange for 50 per cent of direct preferred interest in the Kumtor mine.

As a result of the transaction, the BVI holding will own all of the common equity of Kumtor, and control over management and operations of the mine. Kyrgyzaltyn will own all of the preferred equity of Kumtor, and be entitled to 50 per cent of the economic benefits of the mine. Chaarat will fund the cash component of the offer through a mixture of debt and equity, backed by two major international financial institutions.

There is no certainty at the moment about the completion of this acquisition, as Chaarat has yet to receive an engagement with respect to its proposal.

Chaarat temporarily suspends AIM trading in connection with acquisition proposal

Chaarat Gold Holdings Limited, the BVI-incorporated holding company of the Chaarat Group, which is focused on gold mining and exploration in the Kyrgyz Republic, has temporarily suspended trading of its ordinary shares on AIM from 24 April 2018. This was done in connection with the proposal that Chaarat has made in relation to the potential acquisition of the Kumtor mine from Centerra Gold Inc. 

The proposed acquisition due to its size would be a reverse takeover. For this reason trading in Chaarat’s ordinary shares was suspended in accordance with the AIM Rules, and will remain suspended pending the publication on the required AIM Admission Document. At this stage, there is no certainty that the proposed acquisition will be completed, and Chaarat will provide updates in respect of further developments.

Talon Metals received an option to acquire 100 per cent of Tamarack Project

BVI-based exploration and development company Talon Metals Corp. provided an update on the Tamarack Project Nickel-Copper-PGE Project in the USA. Talon currently owns 18.45 per cent interest in the project, which is the main focus of its activities.

Talon Nickel (USA) LLC , the wholly-owned subsidiary of the BVI corporation, received formal notification from Kennecott Exploration Company that it has elected to grant Talon Nickel the exclusive option to purchase its 81.55% interest in the Tamarack Project, for a total price of US$114,000,000. In case the option will be exercised, Talon will become the owner of 100 per cent of the Project. The terms and conditions for the purchase transaction are set forth under the exploration and option agreement between the parties.

Talon Nickel has to inform Kennecott Exploration Company until November 6, 2017, as to whether it will exercise the purchase option. In case the option will be exercised, Talon Nickel is required to pay KEX a non-refundable deposit of US$14,000,000, and an additional US$100,000,000 within 18 months. If BVI company’s subsidiary chooses not to exercise the Purchase Option, the companies will enter into the Mining Venture Agreement and become joint venture partners.

BVI company investing in Cadillac Ventures Inc., private placement announced

Cadillac Ventures Inc. has announced a proposed investment of US$900,000 through a non-brokered private placement, from three independent investors to acquire 18 million units at US$0.05 each, with each unit consisting of one common share and one warrant exercisable at US$0.05 to acquire one common share for a period of 24 months. After the issuance of the units the company will have a total of 52,669,881 common shares.

One of the new investors is British Virgin Islands-incorporated Best Path Developments Limited which will hold 7,571,364 common shares making 14.375%. If the unit warrants were exercised it could control 25.1% of Cadillac. The BVI company is controlled by Mr. Youliang Wang who is to be appointed as Chairman of Cadillac and a member of its Board of Directors. The other two purchasers acquire 9.9% of Cadillac, so the exercised warrants will be over 10%.

The private placement is planned to close on October 3, 2016. A four month hold period will apply to the issued securities. The proceeds from the private placement will be used for general working capital.

Agria Corporation announced withdrawal of acquisition proposal

Agria Corporation, which on January 28, 2016 received a preliminary non-binding take-private proposal letter from its executive chairman Mr. Guanglin Lai, and BVI-incorporated Brother Capital Limited, to acquire all of Agria’s outstanding ordinary shares, announced that its board of directors received a notice from Mr. Guanglin Lai and the BVI company, to withdraw the proposal.

Agria Corporation is a global agricultural company working within three main segments, including Seed and Grain; Crop Protection, Nutrients and Merchandise; and Rural Services.

Agricultural corporation received preliminary acquisition proposal from BVI company and its owner

The global agricultural company Agria Corporation received a preliminary non-binding proposal letter from Mr. Guanglin Lai, its executive chairman, and Brother Capital Limited, which is a company incorporated in the British Virgin Islands and wholly-owned by Mr. Lai, to acquire all of the outstanding ordinary shares of Agria Corporation, not already owned by them. According to the Letter dated January 28, 2016, ordinary shares of the company, including those represented by the ADS (each representing two ordinary shares), are to be purchased for US$0.60 in cash per ordinary share, or US$1.20 in cash per ADS.

A special committee to consider the proposal was formed by the Board of Directors of Agria Corporation, consisting of three independent and disinterested directors, which has retained Kirkland & Ellis as its U.S. legal counsel.

BVI holding announces financial results for Q1 of fiscal 2016 and receives acquisition offer

BVI holding company Global-Tech Advanced Innovations Inc. reported its financial results for the first quarter of fiscal 2016. For the quarter period ended June 30, 2015, company’s net sales were US$15.3mln, as compared to US$24.6mln for the same period of fiscal 2015. Net loss announced by the company was US$1.0mln, or US$0.34 per share, as compared to net loss of US$0.3mln, or US$0.10 per share for the quarter ended June 30, 2014. The sales decreased primarily due to falling sales in commodity CCMs, by words of company’s President and Chief Executive Officer John C.K. Sham. However, he stated that average unit pricing improved “as a result of a more favorable product mix and our efforts to control production costs, leading to increases in profit margins.”

Also, Global-Tech announced the receipt of “Going Private” offer on August 3, 2015, from company’s President and CEO and some of his affiliated entities - an unsolicited preliminary non-binding proposal letter, proposing to acquire all of the outstanding common shares of the company not already beneficially owned by them, for US$8.75 per share. It is planned to form an acquisition company for implementing the offer, which will be financed with cash and debt. Following the proposal, the Board formed a special committee of independent directors to consider the offer.

BVI company to acquire shares of JA Solar Holdings

The board of directors of JA Solar Holdings Co., Ltd. has received a preliminary non-binding proposal letter from its CEO and Chairman Mr. Baofang Jin and British Virgin Islands-registered company Jinglong Group Co., Ltd., of which Mr. Baofang Jin is the only director. JA Solar’s CEO and BVI company offered to acquire all of its outstanding shares, which are not already owned by them, in a “going private” transaction for US$9.69 per ADS, or US$1.938 per ordinary share in cash, subject to certain conditions.

JA Solar Holdings Co., Ltd., one of the world’s largest manufacturers of high-performance solar power products, is headquartered in Shanghai, China. The company distributes products under its own brand and on behalf of its clients.

BVI company announced merger becoming unconditional

MDM Engineering Group Limited, the BVI company involved in the mineral process in the mining industry in Africa, provided an update on the proposed merger with Foster Wheeler M & M Limited, which is an indirect subsidiary of Foster Wheeler AG. According to the company’s announcement, all conditions precedent to the deal have now been satisfied, and the merger has become unconditional.

The merger between MDM Engineering and Foster Wheeler is expected to be implemented on 23 October 2014. Shareholders of the BVI company will receive the merger consideration of £1.70 per MDM share. Trading in MDM’s ordinary shares on AIM is expected to stop on 22 October 2014, while company’s admission to trading will be cancelled on 23 October 2014.

BVI company sold additional 10% of its interest in Offshore Namibia

Eco (Atlantic) Oil & Gas Ltd. made an announcement that it has accepted an offer from Azimuth Namibia Ltd., according to which this company will increase its interest in Blocks 2111B and 2211A, offshore Namibia (the Guy Block) by 10 per cent.

Upon completing this transaction, Azimuth Namibia will bear additional 10 per cent of Block’s operating costs. Azimuth Namibia will be responsible for 51 per cent of the costs for the 1,000 km2 3D survey. The BVI company, although its obligations on the Guy Block are reduced, remains its Operator. Eco Atlantic and Azimuth Namibia currently hold 70 per cent and 20 per cent of working interest in the Guy Block, respectively, while 10 per cent is held by NAMCOR. Upon the transfer, Azimuth will become the holder of 30 per cent, and NAMCOR will retain its 10 per cent stake.

This transaction is subject to a number of conditions among which should be the approval of Namibia’s Ministry of Mines and Energy.

MDM Engineering Group signed agreement to merge with Foster Wheeler AG

MDM Engineering Group Limited, BVI-registered company engaged in mineral process engineering and project management, signed a merger implementation agreement with Foster Wheeler AG, the global engineering and construction company and power equipment supplier registered in Switzerland and having its operational headquarters in the United Kingdom.

Under the terms of the merger agreement, Foster Wheeler’s BVI subsidiary, Foster Wheeler M&M Limited, will acquire all the ordinary shares in MDM; the offer price is £1.70 cash per share. Foster Wheeler will also make an offer to acquire all outstanding options held over the shares of MDM. All the ordinary shares and options will be purchased by the company in issue in a cash transaction of approximately £65.3 million.

MDM shareholders representing 42.4% of the issued ordinary shares of the BVI company have executed agreements under which agreed to vote in favour of the proposed merger. It is expected that the Notice of Extraordinary General Meeting relating to the offer will be despatched to MDM shareholders by the end of March 2014, with the general meeting in relation to the transaction to be held on or around 11 April 2014.

The BVI company expects the transaction to be completed in August 2014, subject to the approval by shareholders. Upon the implementation of the merger, the admission to trading of MDM’s ordinary shares on the AIM Market will be cancelled.

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.

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.

Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover

Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.

Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.

Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.

Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.

Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.

Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.

Hallwood Group received acquisition proposal from its BVI-based shareholder

The Hallwood Group Incorporated, based in Delaware, announced that it received a proposal from Hallwood Financial Limited, a company domiciled in the British Virgin Islands, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at US$10.00 per share.

Hallwood Financial Limited owns 65.7% of the outstanding shares of the Hallwood Group Incorporated, and is controlled by the company’s Chief Executive Officer.

A special committee, consisting of Hallwood Group’s independent directors, was formed to consider and negotiate the proposal and to make a recommendation to the full Board of Directors. The special committee is empowered to retain its own independent legal and financial advisors to assist in its review and negotiation of the proposed transaction.

BVI company receives “going private” proposal and forms special committee

LJ International Inc., a NASDAQ-listed company incorporated in the British Virgin Islands, engaged in retail and wholesale of jewellery, received a preliminary, non-binding proposal letter from Mr. Yu Chuan Yih, Chairman of the Board of Directors, President and Chief Executive Officer of the BVI Company, and Urban Prosperity Holding Limited, an affiliate of FountainVest Partners, for the acquisition of all of the outstanding ordinary shares of the company (except for 11% of shares currently owned by Mr. Yih), at a proposed price of US$2.00 per ordinary share, in cash.

According to the proposal letter, an acquisition vehicle is to be established for the purpose of pursuing the transaction. The Board of Directors of LJ International has formed a special committee consisting of three independent disinterested directors, which task is to appoint an independent financial advisor and legal counsel to assist it in its work. The special committee has not made any decisions and has not set a definitive timetable for the completion of its evaluation of the proposal.

CIC Energy announced extension to the date of proposed acquisition

British Virgin Islands-registered company CIC Energy Corp., engaged in the development of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced that it has executed an amendment to the supplementary agreement with Indian power company JSW Energy Limited, dated December 16, 2010, pursuant to which the deadline to complete the proposed acquisition of CIC Energy by JSW has been further extended from March 15, 2011 to May 31, 2011.

Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.

JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.

CIC Energy shareholders approve deal with Indian company

Shareholders of CIC Energy Corp., the company registered in the British Virgin Islands and headquartered in Canada, have overwhelmingly voted in favour of its acquisition by the Indian power company JSW Energy. At the special meeting held by the BVI company, the acquisition transaction was approved by about 99.8 per cent of the votes cast. The deal is expected to close by 28 February.

In November 2010, Mumbai-based JSW Energy, which is the independent power arm of the $5 billion JSW Group, had offered to buy CIC Energy for $7.42 per share, valuing it at around Cdn $422 million.

CIC Energy to merge with JSW Energy Natural Resources (BVI) Limited

The British Virgin Islands-registered company CIC Energy Corp. has entered into binding agreement with the India-based power company JSW Energy Limited.

Under the terms of the agreement, the transaction, which has been approved by the respective boards of directors of JSW and CIC Energy, was to be structured as a take-over bid, but according to supplementary agreement signed on December 16, 2010, the legal structure of completing the proposed acquisition has been changed to a merger.

CIC Energy agreed to support a merger of CIC Energy with JSW Energy Natural Resources (BVI) Limited, a wholly owned subsidiary of JSW, with JSW (BVI) being the surviving entity as a result of the merger.

Upon the completion of the merger, the shareholders of the outstanding shares of the BVI company, including any shares pursuant to the exercise of outstanding options, will receive CDN$7.42 per share.

The offer of JSW represents a premium of 203% to the volume weighted average trading price for CIC Energy's shares on the TSX for the 30-trading day period ending September 14, 2010 – the day prior to the announcement of the first proposal received by the BVI company with respect to its acquisition. It represents a premium of 159% to the closing price of CIC Energy’s shares on the same date.

By this offer, the total equity of CIC Energy is valued at approximately CDN$422 million on 56.8 million shares. The Board of Directors of the company has determined to recommend acceptance of the offer by CIC Energy shareholders.

The Merger is expected to close no later than February 28, 2011.

CIC Energy enters into negotiations in respect of takeover proposal

British Virgin Islands-registered company CIC Energy Corp. made an announcement that it has agreed to enter into negotiations in respect of a proposal to acquire at least 51% and up to 100% of company's common shares, issued and outstanding, at a non-binding price of CDN$7.75 per share.

The non-binding takeover proposal was last month received by the BVI company from a multi-billion dollar conglomerate. The transaction would represent an approximate 170% premium to CIC Energy's unaffected closing price of CDN$2.87 on September 14, 2010.

CIC Energy has granted to the potential purchaser exclusivity to permit the completion of due diligence and the negotiation of a definitive binding acquisition agreement.

The company engaged Deutsche Bank Securities Inc. as its financial advisor to the Special Committee of the board of directors to assist in the assessment and negotiation of this transaction.

The BVI company did not give any assurances that it will enter into a definitive binding acquisition agreement with respect to the non-binding proposal.