Luxoft Holding acquired by DXC Technology

World's leading independent IT services company DXC Technology announced the completion of the acquisition of Luxoft Holding Inc., the BVI-registered and globally working digital strategy and software engineering company. Definitive agreement to acquire Luxoft was signed in January 2019, while regulatory approval for the purchase was received on June 11, 2019.

Luxoft will continue to be headed by Dmitry Loschinin, who will report further on to DXC’s chairman, president and CEO Mike Lawrie. The BVI holding company, which has a 13,000-person workforce, providing digital strategy consulting and software engineering services for companies across North America, Europe and the Asia Pacific region, will maintain its brand and operate as “A DXC Technology Company.” 

DXC’s chairman stated in his comments on the acquisiton: “With Luxoft, DXC will cover the full spectrum of business-driven digital initiatives, from modernizing client legacy IT systems to delivering transformational digital solutions at scale… Luxoft’s proven success for global clients creates new value and benefits for all DXC stakeholders. I want to welcome the Luxoft team to the DXC family.”

By words of Luxoft’s CEO, “Joining a leading global innovator in DXC is exciting for our people, clients and partners… it’s the best of both worlds: DXC provides the scale, resources and market presence, while Luxoft brings differentiated capabilities and new digital talent. We expect our shared vision to create new market opportunities, deliver game-changing innovations and drive DXC’s growth.”

Luxoft Holding Inc. to be purchased by DXC Technology

DXC Technology, global IT solutions provider and one of the leaders in the industry, and BVI-incorporated Luxoft Holding, Inc. announced a definitive agreement according to which DXC will acquire Luxoft. Under the terms of the agreement, all of the issued and outstanding ordinary shares of the BVI holding company will get US$59.00 per share in cash, that makes total equity value of approximately US$2 billion.

With Luxoft’s digital engineering capabilities and DXC’s expertise in IT modernization and integration, the companies will offer differentiated customer value proposition for end-to-end digital transformation. The combined company will be able to provide end-to-end digital capabilities for the global financial services industry; new services in insurance, where DXC is industry leader; offerings for the automotive industry, combining Luxoft’s knowledge and experience in car systems with DXC’s capabilities in cloud and security; and industry-leading services in healthcare and life sciences. Luxoft has clients in all regions of the world, particularly in Europe. In the automotive industry the combined company will serve more than twenty manufacturers and OEMs in North America, Europe and the Asia Pacific region.

Luxoft will keep its brand and work as “A DXC Technology Company.” It will continue to be led by the company’s current president and CEO Dmitry Loschinin. The transaction is expected to be closed by June 2019, and is subject to customary conditions and regulatory approvals.

Brookmount Exploration completed share exchange agreement with BVI company

Brookmount Explorations Inc., the United States exploration and development company, has announced the execution of a share exchange agreement with the shareholders of SL Group Holdings Limited, incorporated in the British Virgin Islands.

Under the terms of the agreement, Brookmount Explorations has acquired all the issued and outstanding shares of the BVI company. Upon completion of the transaction, shareholders of SL Group Holdings Limited will get voting control of Brookmount Explorations, Inc. and SL Group Holdings will become a wholly owned subsidiary of the US company.

For Brookmount Exploration, the transaction will mean acquisition of 90% interest in a fully operational and producing gold mining business based in Indonesia; the remaining 10% interest will be held by the Indonesian operating partner.

Kirin International entered into agreement with BVI company

Kirin International Holdings Inc., a Nevada corporation operating through its wholly-owned subsidiary, Kirin China, announced that it has entered into share exchange agreements with the British Virgin Islands company Energetic Mind Limited, and all of its shareholders. According to the agreement, Kirin acquired 100 per cent of issued and outstanding ordinary shares of the BVI company from the shareholders, in exchange for the issue of 151,000,000 shares of its common stock of an aggregate value of US$1,510,000,000, and for the issue of 8% convertible promissory note in the amount of US$150,000,000 to a certain shareholder.

Upon completion of the transaction, Energetic Mind’s shareholders received a total of 151,000,000 shares of the issued and outstanding common stock of the company, representing approximately 88 per cent of the total amount. Energetic Mind operates its business mainly through its subsidiary, a Chinese company Wuhan Yangtze River Newport Logistics Co. Limited.

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.

BVI company entered into merger agreement with China Growth Equity Investment Ltd.

China Growth Equity Investment Ltd., a special purpose acquisition company registered as Cayman Islands exempt company and listed on the Nasdaq, entered into a definitive merger agreement with China Dredging Group Co., Ltd - a limited liability company, registered in the British Virgin Islands and based in China, and with Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. By terms of the agreement, China Growth is to merge with China Dredging Group, and to acquire Pingtan Fishing. 

The combined entity will be renamed into Pingtan Marine Enterprise Ltd. Upon completion of the merger and the acquisition, the founder, Chairman and controlling shareholder of China Dreedging Group and Pingtan Fishing, Xinrong Zhuo, will become the chairman of the merged company.

China Dredging Group is a BVI holding company, focused on providing dredging services in China through its Chinese subsidiary. Pingtan Fishing is a rapidly growing fishing company, providing quality seafood in China.

Upon completion of the transaction, China Growth shareholders will own approximately 7.75% of the outstanding ordinary shares of the combined company. After the closing, China Growth will have approximately 78,962,376 ordinary shares outstanding, valuing the company at approximately $783 million. 

The business combination is subject to the approval of shareholders of China Growth Equity, and is expected to be completed in the first quarter of 2013.

Xuesong Song, China Growth's board chairman, said in his comments on the transaction: "CGEI's combination with CDGC and Pingtan Fishing is the culmination of our search for a successful company with a proven track record of profitability and attractive growth prospects… We believe that CDGC's highly profitable dredging business represents a unique opportunity as one of the largest dredging providers in China. Pingtan Fishing provides the combined company with a strong and fast growing platform in a fragmented industry."

Elray Resources acquires BVI-registered gaming company

Elray Resources Inc., the established gaming entity which owns and licenses Gaming Intellectual Property, Gaming Domains, Trademarks and Player Databases, has entered into an agreement to acquire all of the outstanding shares of Golden Match, an investment holding company incorporated in the British Virgin Islands. The agreement followed a letter of intent which was signed on March 22, 2012.

The principal business activity of Golden Match is to hold a profit share agreement with a VIP Room Gaming Promoter, under which the BVI company receives 80% of the profit stream. The Promoter is currently participating in the promotion of many major luxury VIP gaming facilities in Macau, which is the largest gaming market in the world.

With immediate effect upon signing the agreement, Mr. Lao Sio I. is appointed Chairman of the Board of Directors with Brian Goodman remaining as Chief Executive of Elray Resources. As Chairman, Mr. Lao Sio I. will be responsible for the future development and growth of Elray.

Living 3D Holdings, Inc. acquires BVI company

China-based media technology corporation Living 3D Holdings, Inc. announced that it has acquired privately held company Living 3D Holdings, Ltd., which is focused on the marketing and sale of 3D image display devices in China.

Living 3D Holdings, which was incorporated on June 23, 2008 in the British Virgin Islands, became a wholly-owned subsidiary of Chinese company on December 8, 2011, when its shareholders purchased 3,627,426 shares of common stock from company's shareholders, and exchanged all of their shares in Living 3D for 62,590,880 shares of common stock of Living 3D Holdings, Inc.

After the transactions, the shareholders of Living 3D own approximately 95% of the company's issued and outstanding common stock.

EIH Ltd buys 46 per cent stake in BVI-based joint venture

EIH Limited, India-based hospitality firm whose principal activities are operating restaurants, bars and hotels, made an announcement that its board has approved buying 45.85 percent stake in its international joint venture EIH Holdings LTD, incorporated under the law of the British Virgin Islands, for US$45.85 million. EIH Ltd announced that its wholly-owned unit will acquire the equity interest of its partner Amex Investment Ltd in the joint venture.

EIH Ltd currently holds a 54.15 percent stake in the joint venture firm through its subsidiary, EIH International Ltd., British Virgin Islands. Pursuant to the deal it will become the whole owner of the JV.

Eastern International Hotels (EIH) Limited operates in two segments: hotels and others. Its services include airline catering, management of restaurants and airport bars, travel and tour services, car rental, project management and corporate air charters.

The BVI-registered joint venture has investments in hotels in Mauritius and Indonesia, and hotel management contracts in various countries.

Thunderbird provides update on Panamanian and Indian projects

BVI-registered company Thunderbird Resorts Inc., an international provider and operator of branded casinos and gaming facilities in a number of countries worldwide, has reported an update on the proposed transaction with Merit Gaming, LLC.

In December 2009, Thunderbird Resorts Group and Merit Gaming, LLC had executed a letter of intent for the purchase and sale of Thunderbird's 63.63% stake in International Thunderbird Gaming (Panama) Corporation, which owns six casinos in Panama. The transaction was subject to the fulfillment of certain conditions, including the expiration of certain first rights of refusal. Recently, the Thunderbird Group was notified that a holder of first right of refusal, Powelton Company, Inc., which is a privately held company incorporated under the law of the BVI, exercised its right to match the letter of intent between Thunderbird and Merit. While there is no assurance of closing the deal, Thunderbird and Merit will move forward to do it.

Also, Thunderbird Group announced an update on agreements with an Indian group to form Daman Hospitality Private Limited to develop and own a resort in Daman, India. Along with its joint venture partners, Thunderbird invested $16mln in the project, which requires approximately $13.5mln in additional equity and $26mln in senior secured debt. The $13.5mln has now been funded of which $7.5mln was funded by an international private equity firm in November-December 2009. Also, the Group announced that DHPL consummated a loan facility with a consortium of Indian banks for US$26mln in senior secured financing that has been guaranteed by the BVI Group and its Indian partner. Thunderbird anticipates the first funding of this loan to occur within the next 15 days.

Hanseatic & Baltic Properties Plc signed MoU with BVI- and Cayman-based companies

The investment company Hanseatic & Baltic Properties Plc announced the signing of a legally binding Memorandum of Understanding with P.T. Citramegah Karya Gemilang (CKG), incorporated in the Republic of Indonesia, and the British Virgin Islands-incorporated companies Prestigious Assets Management Limited, Sarris Limited, Olympiad Investments Limited, Trinova Holdings Limited, Mirae Asset Solutions (HK) Limited and Jersey Hills Holdings Limited. According to the MoU, Hanseatic & Baltic will acquire from these companies the entire issued share capital of the Cayman Islands-based company United Sino Limited. The consideration for the acquisition under the terms of the MoU agreement will be 30 billion ordinary shares at a price of GBP 0.001 each.

If the proposed acquisition goes ahead, the vendors would own 99.7% of the entire issued share capital of Hanseatic & Baltic prior to including shares raised as a result of the intended placing.

The purchasing company has previously issued convertible instruments which may result in a total of an additional 705, 750,000 ordinary shares being issued. The company would have 30,798,118,046 ordinary shares issued on a fully diluted basis, and the vendors would own 97.4% of the entire issued share capital of the company prior to including shares raised as a result of the intended placing.

It is proposed that United Sino Limited incorporates a subsidiary in Libya, in which it will own 65% of the entire issued share capital. The agreement provides that Sino shall enter into a construction management agreement with this subsidiary which terms include that the subsidiary shall pay to Sino 40% of its profit as management fees.

China-based auto parts manufacturer purchases majority stake in the BVI company

Wonder Auto Technology Inc, an auto parts maker based in China, has received greater access into auto safety and electronic systems market after having purchased a majority stake in the British Virgin Islands-registered Applaud Group Limited, which owns 52.2 per cent of a hi-tech auto parts supplier Jinsheng Automotive Safety Technology Holdings Ltd.

The acquisition was made through two deals. The first deal was when Wonder Auto's wholly-owned subsidiary, Wonder BVI, entered into an equity transfer deal with another British Virgin Islands-registered corporation Novophalt (China) Limited. Under the deal, Wonder BVI will purchase its 20.95 per cent ownership of Applaud Group Limited.

The second deal was closing of a similar acquisition deal by other wholly-owned subsidiary of Wonder Auto's, Yearcity Limited, with a British Virgin Islands corporation Wonder Employee Capital Limited (WECL). By terms of this deal, Yearcity will purchase its 17.46 per cent ownership of Applaud from WECL.

As a result of these deals, Wonder Auto bought 38.36 per cent of Applaud and thereby became the owner of 20.02 per cent of Jinsheng. The acquisition is strategically significant, as the deal will help Wonder Auto and Jinsheng to fully use their customer bases, expanding cross-selling, upgrading Research and Development sector, sharing technologies and increasing value-added services of existing products.

Wonder Auto is China's leading company in the field of the design, development, manufacturing and sale of auto electrical parts, its products being concentrated toward components for autos with engine capacity below 1.6L. It has experienced rapid growth in the last years, along with the expansion of this market segment and the worldwide trend towards environment-friendly low emission vehicles.

Gurit makes acquisition deal with the BVI company

Gurit Holding, an international company which takes leading positions in the development and manufacturing of advanced composite materials and solutions in the markets of Wind Energy, Transportation and Marine areas, has signed an agreement with Windy Shore Holdings Limited, which is registered in the British Virgin Islands. By terms of the agreement the Swiss company will acquire Suzhou Red Maple Wind Blade Mould Co. Ltd., Taicang, Jiangsu/China, by taking over its parent company Cheer Tech Investment Limited, based in Hong Kong, from the BVI company owning it.

The acquisition will allow Gurit to substantially increase its strategic technology and product offering in the rapidly growing Wind Energy market, especially in Asia and China. By signing the agreement with Windy Shore Holdings to acquire Suzhou Red Maple, Gurit acquires the market leading Chinese producer of wind turbine blade moulds thus expanding its offering especially in the infusion technology segment of the Wind Energy Market. Suzhou Red Maple is located in Taicang, Jiangsu/PRC, having generated annual sales volume of around CHF 30 million in 2009.

The price of the acquisition deal will consist of an initial payment and performance based installments over the next three years, and will make about CHF 40 million. The acquisition transaction is expected to be closed before the end of 2009. With this acquisition, China becomes largest production base of Gurit.

BVI company sells control of Bozel S.A. to Trillian Exploration Corporation

Trilliant Exploration Corporation, a producing mineral exploration and development company headquartered in New York and having its principal operations in Southern Ecuador, South America, entered into an agreement with the British Virgin Islands-registered Wellgate International Limited. As a result of this agreement, Trilliant will purchase full stock of BVI company's shares of Luxembourg-registered company Bozel S.A.

Under the terms of the Agreement, Trilliant shall purchase up to 100% of the outstanding capital stock of Bozel, on a fully diluted basis, in exchange for US$80,000,000 of the common stock of the Registrant. As part of the acquisition, Trilliant will also advance to Bozel a cash loan of US$ 20,000,000.

The consolidated operations of Trilliant Exploration plan to reach the amount of 750 tons-per-day within the next 18 months.

Singapore textile company enters into acquisition deal with BVI-registered holding group

A Singapore-based company Ban Joo & Company Limited, designing, manufacturing and distributing of textiles and household items, has entered into conditional sale and purchase agreement with purpose to acquire the entire issued share capital of Telemedia Pacific, Inc. and Telemedia Pacific Incorporation Limited. The companies are to be purchased for from the British Virgin Islands-based investment holding Telemedia Pacific Group Limited.

Both subsidiaries of the BVI holding company are engaged in business connected to a submarine fiber optic cable which is to be constructed and laid between Hong Kong and Indonesia. Telemedia Pacific, Inc. is registered in the British Virgin Islands, while Telemedia Pacific Incorporation Limited is registered in Hong Kong.

By terms of the agreement, the $260.89 mln consideration will be satisfied immediately upon the allotment and issue of 3,582,380,952 new ordinary shares in the capital of Singapore company, at an issue price of $0.07 for each consideration share.

The acquisition will give an opportunity for Ban Joo & Company to venture into the cable business and the cable and exit the textile business. Also, upon the closing of the transaction the Singapore company will be able to address the growing demand for broadband transmission between HK and Indonesia.

BVI subsidiary of Shanghai Industrial holdings sells 30.18% stake in food company

Shanghai Industrial Holdings Limited, a HK-based company engaged in the infrastructure, medicine, consumer products and real estate industry, through its wholly-owned subsidiary S.I. Food Products Holdings, Ltd. (SIFP), registered in the British Virgin Islands, has entered into a share transfer agreement with Bright Food (Group) Co. for sale of 30.18% stake in a dairy products manufacturer Bright Dairy & Food Co., Ltd. By terms of the deal, the stake is sold for a cash consideration of US$227.19 million.

This transaction corresponds the objective of Shanghai Industrial Holdings to optimize its asset portfolio by divesting its non-core businesses and concentrating its resources on the core businesses. It would give Shanghai Industrial Holdings an estimated disposal gain before tax of approximately US$121.96 million, which is intended to be used for general working capital purposes and to fund future acquisitions. The China-based Bright Food will pay 50 per cent of the consideration, or US$113.59 million, to a custodian bank account which will be operated jointly by the BVI subsidiary of Shanghai Industrial Holdings or its nominees and Bright Food within three business days after signing of the share transfer agreement.

The offer price of US$0.72 per sale share represents an approximately 95% premium over the book cost of US$0.37 per sale share.

The share transfer agreement is to be executed by the parties involved in the transaction on or before November 30, 2009.

BVI Fund sells 1.13 per cent of shares of Malaysian corporation

According to filings, the British Virgin Islands-based CIM Dividend Income Fund Ltd disposed 1.13%, or 3.89 mln shares of NV Multi Corporation Bhd, which is involved in bereavement care services, in the period between May 6 and May 8. 15,000 and 38,000 NV Multi Corp shares were disposed on May 6 and 7, and 3.84 mln shares on May 8.

By this disposal, the BVI-registered fund now holds 20.54 million shares, or an indirect interest of 6% in NV Multi Corp. CIM Dividend Income Fund Limited is one of the Funds controlled by the UK asset management company CIM Investment Management Limited.

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.

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.

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.