BVI corporation announced extension agreement with Kennecott

BVI-registered Talon Metals Corp. made an announcement that its wholly owned indirect subsidiary Talon Nickel (USA) LLC entered into an extension agreement in respect of the option agreement which was signed with Kennecott Exploration Company in November 2018.

Under the terms of the Extension Agreement, the BVI company has to make initial payment to Kennecott in the amount of US$6mln until March 15, 2019, in order to make the Option Agreement effective. In this case, Talon Metals will have the right to acquire up to 60% interest in the Tamarack Project. In case the company fails to make the payment to Kennecott, the parties will enter into a joint venture agreement under which Kennecott would have an initial 82.44% interest and Talon would have an initial 17.56% interest in the Tamarack Project.

BGS Acquisition Corp. delists voluntarily from NASDAQ

BGS Acquisition Corp., a blank check company incorporated in the British Virgin Islands, initiated voluntary delisting of its ordinary shares, warrants and units from the NASDAQ Capital Market, in anticipation of the closing of the merger of BGS Acquisition with BGS Acquisition Subsidiary, Inc., a wholly owned subsidiary of BGS, which is to take place on or about November 22, 2013.

For this purpose, the BVI company notified NASDAQ of its intent to file a form 25 with the Securities and Exchange Commission on or about November 20, 2013, following the expiration of the Tender Offer. The official delisting will be effective ten days after BGS files the Form.

As described previously, BGS entered into an Amended and Restated Merger and Share Exchange Agreement with BGS Acquisition, BGS Merger Subsidiary, Inc., an indirect, wholly owned subsidiary of BGS, Black Diamond Holdings LLC, Black Diamond Financial Group, LLC and TransnetYX Holding Corp., pursuant to which BGS would merge with and into BGS Acquisition, with BGS Acquisition as a surviving company. Also, upon the transaction, TransnetYX would merge with BGS, the last one surviving and taking the name of TransnetYX.

BVI company shareholders approved time extension for business combination

Last week, BGS Acquisition Corp., the BVI-incorporated company that had entered into merger agreement with Black Diamond Holdings LLC, announced the  results of its shareholder meeting, which was held on September 13, 2013.

BVI company’s shareholders approved an amendment to the Memorandum and Articles of Association, extending the date of completing the business combination with TransnetYX Holding from September 26, 2013 to November 26, 2013. The extension was previously approved by the Board of Directors of BGS Acquisition.

Cesar Baez, BGS Acquisition’s President and Chief Executive Officer, said in his comments, "We are pleased that shareholders granted us additional time to consummate our intended initial business combination with TransnetYX Holding Corp."

The Extension Tender Offer commenced on August 23, 2013 and will expire on September 23, 2013.  The tender offer to be issued in connection with the consummation of the proposed business combination with TransnetYX Holding Corp. has not yet commenced.

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.

Gushan Environmental Energy announced completion of Merger with BVI company

Gushan Environmental Energy Limited, the Chinese company manufacturing copper products and biodiesel, announced the completion of the merger with Trillion Energy Holdings Limited, a company limited by shares and incorporated under the law of the British Virgin Islands, the Cayman Islands exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. The completed merger is in accordance with previously announced agreement and plan of merger between the above named parties, which was signed in June, 2012, amended in September, 2012, and approved by Gushan’s shareholders at an extraordinary general meeting of shareholders on October 15, 2012.

Under the terms of the Merger Agreement, each ordinary share of the Chinese company issued and outstanding prior to the effective time of the merger, with some exceptions, has been cancelled in exchange for the  right to receive US$0.165 per share and each American depositary share (ADS), each representing 10 shares, represents the right to receive US$1.65 per ADS, in each case, in cash without interest and net of any applicable withholding taxes.

Registered holders of shares and American depositary shares will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration. Gushan also requested that trading of its ADSs on the New York Stock Exchange ("NYSE") be suspended, the ADS being delisted and company’s registered securities being deregistered.

As a result of the merger, Gushan became a wholly owned subsidiary of BVI-incorporated Trillion Energy Holdings Limited.

Gushan Environmental Energy amends agreement with BVI company

Gushan Environmental Energy Limited, the China-based company operating copper product business and producing biodiesel in China, announced that it has amended its previously announced Merger Agreement with the British Virgin Islands-registered company Trillion Holdings Limited, Cayman Islands-based exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Gushan's Chairman and Principal Executive Officer and whole owner of the BVI company.

According to the Amendment Agreement, the consideration payable to ordinary shareholders increases from US$0.162 to US$0.165 per ordinary share (or US$1.62 to US$1.65 per American Depositary Share), in cash without interest. Also, the Amendment revises the required shareholder vote at the upcoming extraordinary general meeting of Gushan’s shareholders for the approval and adoption of the Amended Merger Agreement, and the Merger.

The Amendment, the Amended Merger Agreement and the Merger were approved by the Company’s Board of Directors, and recommended that shareholders and ADS holders vote for the approval. The merger is currently expected to close in the fourth quarter of 2012, subject to the Revised Requisite Company Vote being obtained.

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.

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.

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.

Final terms for acquisition of the BVI company Rainbow Trend Limited

Amicus Capital Corp. announced that it had agreed to amend the terms of its Qualifying Transaction with the BVI-domiciled Rainbow Trend Limited. The letter of intent concerning this transaction, which includes a proposed share consolidation of Amicus' common shares, was signed in May 2008. On August 14, 2008, Amicus signed share exchange agreement with the Rainbow, according to which it will acquire all of the outstanding shares of the BVI company.

Rainbow (BVI) holds a 55.6% equity interest in Sino-Canadian joint venture Beijing Polo Biotech Co. Ltd. Polo Biology Science Park Co. Ltd. holds the balance of the 44.4% equity interest in Polo JV, which develops and manufactures nutritional health supplements and personal care products in Asia, distributing them through a network of retail outlets, managed by licensed agents.

By the terms of the acquisition transaction, after the consolidation of Amicus' common shares, the Canadian company will acquire the full stock of the BVI-based Rainbow, which makes 50,000 shares currently issued and outstanding. For purposes of the acquisition, Rainbow was valued at US$18mln, and based on this evaluation each common share of Rainbow was valued at $360. In exchange for each issued Rainbow share, Amicus will issue 720 post-consolidated common shares; the total amount of post-consolidated common shares will be 36 mln. Also, Amicus will issue a public offering of 7,000,000 post-consolidated Common Shares at a price of $0.50 per share for gross proceeds of $3.5 million.

After the approvals of the Chinese government are obtained, the parties have agreed to use the net proceeds of the offering to increase Rainbow's ownership of Polo JV up to maximum of 90%.

The Canadian corporation currently has 9,000,000 common shares, and they will be subject to the share consolidation before closing of the offering. The founders of the corporation, which hold 4,000,000 common shares, have also entered into a support agreement with Rainbow, under the terms of which they have agreed to vote their common shares in favour of the acquisition including the share consolidation.

The acquisition is to be completed on or before December 1, 2008, otherwise the terms of the share exchange agreement will be terminated. If the acquisition does not complete by this period due to the fault of Rainbow, the BVI company will have to pay a break fee to Amicus corporation, in the amount of US$540,000.