Exceed Company Ltd., one of the leading sportswear brands in China, entered into a definitive agreement and plan of merger with Cayman Islands exempt company Pan Long Company Limited, wholly owned by Exceed’s Chairman and CEO Mr. Shuipan Lin, and Pan Long Investment Holdings Limited, a business company registered in the British Virgin Islands and a wholly owned subsidiary of Pan Long Company Limited.
By terms of the merger agreement, the Cayman Islands company will acquire Exceed Company Ltd. for US$1.78 per ordinary share. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$60.1 million, on a fully diluted basis. Upon the closing of the transactions under the merger agreement, Mr.Lin will become beneficial owner of Pan Long Company Limited, together with the existing shareholders of the company who have elected to transfer their shares to the CI company in exchange for its newly issued shares.
Subject to the terms of the agreement, at the effective time of the merger, the BVI company will merge with and into Exceed Company Ltd., the last one remaining the surviving corporation and a wholly owned subsidiary of Pan Long Company Limited. The Merger is currently expected to close in the first quarter of 2014. If completed, the Merger will result in Exceed Company Ltd. becoming a privately held company and its Shares will no longer be listed on NASDAQ.
Showing posts with label Surviving company. Show all posts
Showing posts with label Surviving company. Show all posts
Tuesday, December 3, 2013
Tuesday, October 1, 2013
Yongye International signed Merger Agreement with BVI- and Cayman Islands-based companies
Yongye International, Inc., a NASDAQ-listed Chinese company engaged in development, manufacturing and distribution of crop nutrient products in the PRC, entered into an Agreement and Plan of Merger with Full Alliance International Limited, incorporated in the British Virgin Islands, Yongye International Limited, a Cayman Islands exempt company with limited liability, and Nevada-based Yongye International Merger Sub Limited, which is wholly-owned direct subsidiary of the Cayman Islands company.
Under the terms of the merger agreement, Nevada corporation will merge with and into Yongye International, Inc., the last one continuing as the surviving corporation and a wholly-owned subsidiary of the CI-based Yongye International Limited. Each of the common stock shares of the Chinese company will be converted into the right to receive US$6.69 in cash without interest, except for shares owned by the BVI-registered Full Alliance International Limited, Cayman Islands-registered Yongye International Limited and Nevada-incorporated Yongye International Merger Sub Limited.
In connection with the merger transaction, Yongye International Limited has secured senior debt financing of up to $214 million from China Development Bank Corporation, Inner Mongolia branch and mezzanine debt financing for the merger of US$35 million from Lead Rich International Limited.
The transaction is expected to close before the end of the first fiscal quarter of 2014. The Board of Directors of Yongye International, Inc., acting upon the unanimous recommendation of a special committee of the Board of Directors, approved and adopted the merger agreement and has recommended that the company's stockholders vote to approve it. Upon completion of the merger, Yongye International, Inc. will become a privately held company and its shares will be delisted from the NASDAQ Global Market.
Under the terms of the merger agreement, Nevada corporation will merge with and into Yongye International, Inc., the last one continuing as the surviving corporation and a wholly-owned subsidiary of the CI-based Yongye International Limited. Each of the common stock shares of the Chinese company will be converted into the right to receive US$6.69 in cash without interest, except for shares owned by the BVI-registered Full Alliance International Limited, Cayman Islands-registered Yongye International Limited and Nevada-incorporated Yongye International Merger Sub Limited.
In connection with the merger transaction, Yongye International Limited has secured senior debt financing of up to $214 million from China Development Bank Corporation, Inner Mongolia branch and mezzanine debt financing for the merger of US$35 million from Lead Rich International Limited.
The transaction is expected to close before the end of the first fiscal quarter of 2014. The Board of Directors of Yongye International, Inc., acting upon the unanimous recommendation of a special committee of the Board of Directors, approved and adopted the merger agreement and has recommended that the company's stockholders vote to approve it. Upon completion of the merger, Yongye International, Inc. will become a privately held company and its shares will be delisted from the NASDAQ Global Market.
Friday, September 20, 2013
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.
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.
Wednesday, June 5, 2013
Bontan acquires BVI-registered Portage Pharma Limited
Bontan Corporation Inc. announced the official signing and completion of share exchange agreement with shareholders of the BVI-registered Biotech corporation Portage Pharma Limited. The Letter of Intent between the companies was signed in April 2013, and now, under the terms of the signed agreement, all the shares of Portage Pharma Limited have been exchanged for approximately 81.7 million common shares of Bontan and approximately 71.4 million warrants valid for two years from the date of closing, exercisable to convert into an equal number of common shares of Bontan at an exercisable price of US$0.29 per share.
As a result of this transaction, Portange Pharma Limited merges into Portage Acquisition Inc., a wholly owned subsidiary of Bontan, incorporated in the BVI. The new merged entity, named Portage Pharma Inc., will be a subsidiary of Bontan.
After the share exchange transaction comes into effect, Bontan will have approximately 175 million common shares issued and outstanding of which approximately 91.5 million common shares will be restricted securities. Bontan will also have approximately 140 million options and warrants outstanding which are exercisable into an equal number of common shares.
Bontan together with its new subsidiary, Portage Pharma Inc., will be engaged in researching and developing pharmaceutical and biotech products through to proof of concept, focusing on unmet clinical needs and orphan drugs. After proof of concept, the Company will look to sell or licence the products to large pharmaceutical companies.
As a result of this transaction, Portange Pharma Limited merges into Portage Acquisition Inc., a wholly owned subsidiary of Bontan, incorporated in the BVI. The new merged entity, named Portage Pharma Inc., will be a subsidiary of Bontan.
After the share exchange transaction comes into effect, Bontan will have approximately 175 million common shares issued and outstanding of which approximately 91.5 million common shares will be restricted securities. Bontan will also have approximately 140 million options and warrants outstanding which are exercisable into an equal number of common shares.
Bontan together with its new subsidiary, Portage Pharma Inc., will be engaged in researching and developing pharmaceutical and biotech products through to proof of concept, focusing on unmet clinical needs and orphan drugs. After proof of concept, the Company will look to sell or licence the products to large pharmaceutical companies.
Monday, October 1, 2012
Completion of acquisition transaction between CIC Energy and Indian company
In September, CIC Energy Corp., BVI-based company engaged in the advancement of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced the completion of its acquisition of by Jindal Steeel & Power (Mauritius) Limited, a wholly-owned subsidiary of India's steel producer Jindal Steel and Power Limited.
The acquisition was completed pursuant to the merger of CIC Energy and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal, under the terms of which Jindal BVI remains the surviving entity. Common shares of CIC Energy Corp. are expected to be formally delisted from the TSX Venture exchange and the Botswana Stock Exchange three business days following the filing of certain final documentation with the TSX.
The binding merger agreement among CIC Energy, Jindal and Jindal BVI was signed in July 2012, and according to it the holders of the outstanding shares of CIC Energy are to receive cash consideration of CDN$2.00 per share, immediately prior to completion of the merger transaction.
The acquisition was completed pursuant to the merger of CIC Energy and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal, under the terms of which Jindal BVI remains the surviving entity. Common shares of CIC Energy Corp. are expected to be formally delisted from the TSX Venture exchange and the Botswana Stock Exchange three business days following the filing of certain final documentation with the TSX.
The binding merger agreement among CIC Energy, Jindal and Jindal BVI was signed in July 2012, and according to it the holders of the outstanding shares of CIC Energy are to receive cash consideration of CDN$2.00 per share, immediately prior to completion of the merger transaction.
Wednesday, July 25, 2012
BVI corporation merges with India-based Jindal Steel and Power Limited
BVI-registered CIC Energy Corp. has entered into a binding merger agreement with Jindal Steel & Power (Mauritius) Limited, a wholly owned subsidiary of India's steel producer Jindal Steel and Power Limited, and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal.
By terms of the merger agreement, CIC Energy will merge with Jindal BVI, and the last one will remain the surviving entity. Upon completion of the transaction, the holders of the outstanding shares of CIC Energy will receive CDN$2.00 per share. The consideration values total equity of the BVI corporation at approximately CDN$116.0 million on 58.0 million shares.
Jindal Steel and Power Limited, the Indian company listed on the National Stock Exchange and the Bombay Stock Exchange, has also significant presence in the mining, power generation and infrastructure sectors. The company is part of the US$15 billion diversified D.P. Jindal Group.
Wednesday, May 13, 2009
2020 ChinaCap Acquirco, Inc. and its BVI subsidiary sign share purchase agreement with WHL
On May 11, 2009, 2020 ChinaCap Acquirco, Inc. has announced that along with its wholly-owned British Virgin Islands-registered subsidiary Exceed Company Limited (Newco) it has entered into a definitive share purchase agreement with Windrace International Company Limited (WHL). WHL is one of the largest branded sportswear companies in China, engaged in the design, manufacturing, trading and distribution of sporting goods in the country. 2020 is a public acquisition company formed in Delaware in 2006, to effeect a business combination with an operating business with operations in PRC.
After completion of the transaction, WHL will become a wholly owned subsidiary of Newco. Current management of the company will continue to run the business following consummation of the acquisition. George Lu, Chairman and CEO of 2020, stated that over the last years WHL managed to build one of the top five sporting goods companies in its market segment, and they are confident that its current transformational strategy 'will give the way to a stronger leadership position for WHL in China.'
Pursuant to the Share Purchase Agreement dated May 8, 2009, Newco will acquire all of the ordinary shares of WHL, and the last one will become a wholly owned subsidiary of Newco, which will merge with 2020, Newco being as the surviving company. Newco will acquire WHL in an all-stock transaction which includes 17,008,633 ordinary shares of Newco stock, excluding additional contingent shares. Pursuant to the agreement, 2,750,000 shares will be issued to WHL shareholders upon closing. Up to 14, 258,633 shares of these 17,008,633 shares noted will be released to WHL shareholders when, on a consolidated basis, the surviving company achieves or exceeds after-tax net profits in the fiscal years of 2009, 2010 and 2011.
Furthermore, WHL shareholders and their designees will be issued an additional 2,212,789 ordinary shares of Newco, when the surviving company achieves or exceeds after-tax net profits in the fiscal year ended December 31, 2011, in the amount of $64,333,821.
After completion of the transaction, WHL will become a wholly owned subsidiary of Newco. Current management of the company will continue to run the business following consummation of the acquisition. George Lu, Chairman and CEO of 2020, stated that over the last years WHL managed to build one of the top five sporting goods companies in its market segment, and they are confident that its current transformational strategy 'will give the way to a stronger leadership position for WHL in China.'
Pursuant to the Share Purchase Agreement dated May 8, 2009, Newco will acquire all of the ordinary shares of WHL, and the last one will become a wholly owned subsidiary of Newco, which will merge with 2020, Newco being as the surviving company. Newco will acquire WHL in an all-stock transaction which includes 17,008,633 ordinary shares of Newco stock, excluding additional contingent shares. Pursuant to the agreement, 2,750,000 shares will be issued to WHL shareholders upon closing. Up to 14, 258,633 shares of these 17,008,633 shares noted will be released to WHL shareholders when, on a consolidated basis, the surviving company achieves or exceeds after-tax net profits in the fiscal years of 2009, 2010 and 2011.
Furthermore, WHL shareholders and their designees will be issued an additional 2,212,789 ordinary shares of Newco, when the surviving company achieves or exceeds after-tax net profits in the fiscal year ended December 31, 2011, in the amount of $64,333,821.
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