BVI company’s subsidiary entered into Merger Agreement with China-based Jumei

Jumei International Holding Limited, China-based fashion and lifestyle solutions provider, has entered into a definitive Agreement and Plan of Merger with business company Super ROI Global Holding Limited, incorporated under the laws of the British Virgin Islands, and BVI company’s wholly-owned subsidiary Jumei Investment Holding Limited, incorporated in the Cayman Islands.

Under the terms of the Merger Agreement, Jumei Investment Holding and Super ROI Global Holding Limited will acquire all of the outstanding class A ordinary shares of the company, par value US$0.00025 per share and American depositary share each representing ten Class A Ordinary Shares. 

The subsidiary of the BVI company will promptly start a tender offer to acquire all of the outstanding Class A Ordinary Shares of Jumei International Holding Limited at a price of US$2.0 per share or US$20.0 per ADS in cash, without interest and less US$0.05 per ADS cancellation fees, US$0.02 per ADS depositary service fees and other related fees and taxes. After completion of the tender offer, which will be subject to several conditions, the BVI company will purchase all remaining shares through a “short-form” merger of Jumei Investment Holding Limited and Jumei International Holding Limited.

The Merger Agreement, the offer and the merger were unanimously recommended by the board of directors of the Chinese company. The merger is expected to close in the second quarter of 2020; upon its completion, Jumei International Holding Limited, will become a privately-owned company wholly owned directly by the BVI corporation.

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 Security & Surveillance Technology, Inc. to sign merger agreement with BVI company

China Security & Surveillance Technology, Inc., the company providing integrated surveillance and safety solutions in China, announced that at the annual meeting of the company its stockholders voted in favor of the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger by and among the British Virgin Islands company Rightmark Holdings Limited, a Delaware corporation Rightmark Merger Sub Limited, which is wholly owned and direct subsidiary of the BVI company, and by China Security and Mr. Guoshen Tu. Pursuant to the Plan of Merger, BVI company's subsidiary will be merged with and into China Security, which will remain as a wholly owned subsidiary of Rightmark Holdings Limited.

The result of the merger is China Security becoming a privately held company, and its common stock would be delisted from the New York Stock Exchange.

Talon Metals updates loan terms for BVI-registered Saber Energy

Mineral exploration company Talon Metals Corp, registered in the British Virgin Islands, announced that it has agreed to a 30 day maturity date extension of the $6 mln loan that was made by it to Saber Energy Corp., a private coal bed methane exploration company working in Botswana, Africa.

Talon Metals entered into a binding agreement with Saber Energy Corp., also based in BVI, in September 2008. The original maturity date of the loan was March 24, 2009, and the loan will not be repaid on this date. Also, Talon continues due diligence review of Saber regarding potential merger of the two BVI companies.

The discussions of the two BVI companies are to be concluded in about 30 days, or on before April 24 2009. In case if the discussions do not result in agreement on a further extension to the loan and interest earned, the loan would be paid immediately.

Talon's $6 mln loan to Saber is secured against Saber's assets which include its land licenses in Botswana and other assets. Currently Talon's management and auditors are establishing an appropriate valuation for the loan. Currently payable interest on the loan is 18 per cent per annum.

Talon is continuing to investigate other opportunities, and is currently undertaking due diligence reviews on a number of such opportunities that have been identified for new resource projects.

Alyst Acquisition Corp. purchases BVI-registered China Networks Media Ltd

In a press release published 2 months ago, a special purpose acquisition company Alyst Acquisition Corp. announced that on August 13, 2008 it signed an agreement and plan of merger to acquire all of the issued and outstanding shares of the British Virgin Islands-registered China Networks Media Ltd. As part of the transaction with the BVI company, Alyst Acquisition Corp. is planning to redomiciliate to the British Virgin Islands by merging with its wholly-owned subsidiary, China Networks International Holdings, Ltd., which is also based in the BVI. The redomiciliation must be done immediately prior to consummating the transaction with China Networks.

The BVI-registered China Networks Media owns and is acquiring broadcast television advertising rights in the People's Republic of China. In connection with the proposed merger with the BVI corporation, Alyst expects to file with the SEC a preliminary proxy statement and registration statement on Form S-4.

Talon Metals Corp. (BVI) signs potential merger agreement with another BVI company

On September 25, BVI-registered mineral exploration company Talon Metals Corp. announced that it has entered into a binding agreement with Saber Energy Corp., - a private energy company, also incorporated in the British Virgin Islands, with extensive land holdings and an active exploration program in Botswana. Talon and Saber have agreed to negotiate a pre-merger agreement concerning the business combination of the companies, and additionally Talon has agreed to lend up to $6 million to Saber.

An initial $3 million loan has been advanced, and Talon will receive 1.5 million common share purchase warrants of Saber, at an exercise price determined in accordance with a specified formula, expiring three years after the date of issuance. The loan bears interest at 12% per annum until January 22, 2009, and 18% per annum thereafter.

Under the terms of the agreement, the common shares of both BVI companies will be exchanged for securities of the company resulting from the merger. The agreement between companies provides that when Saber completes the private placement of the BVI company, the Talon shareholders will receive one common share purchase warrant for each common share of Talon held by such shareholder. If the merger occurs, Talon warrants will be exchanged at the Talon Ratio for common share purchase warrants of the merged companies. As part of the merger, the outstanding options and warrants of Talon and Saber, as applicable, will be exchanged for options and warrants of the merged companies.

Mr. Stuart Comline, President and CEO of Talon Metals Corp. (BVI), said that the proposed merger with BVI incorporated Saber Energy Corporation would allow Talon to participate in a large, rapidly developing project, and BVI company's shareholders would benefit from the plans to further explore and develop its gas project, and then put it into production.