Encorium Group, Inc. merges to a BVI company

Encorium Group Inc., the company designing and running clinical trials and patient disease registries for the pharmaceutical, biotechnology and medical device industries, announced on June 11 the merger of the British Virgin Islands-registered Fine Success Investments Ltd. into Encorium. It was said that Fine Success Investments (BVI) will add $11 million in annual net revenue to Encorium on a pro forma basis.

The merger transaction is now subject to the completion of due diligence and approval by both parties' Board of Directors, and the signing of a definitive agreement. The deal is expected to close in the third quarter of 2008.

By the time of the planned merger, the BVI company which does business as Linkcon, will acquire clinical research organisations in India, Latin America and China. In its turn, Encorium has signed a letter of intent to purchase an oncology-focused clinical research organization – Prologue Research International Inc. - for $13 mln, of which $4.5 mln will be paid in cash. In order to do so, Encorium plans to take out a $5 mln loan from Chardan Capital.

Linkcon investors will receive 12.5 mln shares of Encorium stock, and after the merger Linkcon expects to purchase additional 10 mln shares of the Encorium. So, Linkcon and its shareholders will get 22.5 mln shares and Encorium shareholders will stay with about 23.6 million shares.

The company formed as a result of the merger of the BVI-incorporated Fine Success with Encorium Group Inc. is expected to have annual revenue of about $50 mln to $55 mln.

Southern Sauce Company, Inc. completes the acquisition of Shengkai Industrial through the BVI-based corporation Shen Kun International Limited

Last week Southern Sauce Company, Inc. announced the acquisition of British Virgin Islands corporation Shen Kun International Limited. The agreement was signed on June 9, 2008. The BVI company, through China-based Shengkai (Tianjin) Ceramic Valves Co., Ltd., has a series of contracts with Tianjin Shengkai Industrial Technology Development Co., Ltd., which gives it full control over Shengkai's business, personnel and finances.

The Chinese company Shengkai is engaged in the design, manufacturing and sales of ceramic valves, high-tech ceramic materials, technical consultation and services, and import and export of ceramic valves and related technologies. The company sells its products in China, North America and the Asia-Pacific region. Over the past two years, company's business has shown significant growth with net revenues increasing to $23,124,748 for the fiscal year ended June 30, 2007, from $13,677,946 for the fiscal year ended June 30, 2006. Net income was $6,571,802 for the fiscal year ended June 30, 2007, an increase from $4,173,926 for the fiscal year ended June 30, 2006.

On June 11, 2008 the company also closed private placement through the sale of units, consisting of shares of its Series A Convertible Preferred Stock and attached five-year warrants, at a purchase price of $2.5357 per Unit, for gross proceeds of $15 million.

Thailand's largest coal supplier acquires 78.4% stake in the BVI company

Banpu Public Company Limited has acquired the 78.4% stake in the British Virgin Islands-registered Asian American Coal (AACI), with the purpose to consolidate its positions in the Chinese coal sector and establish China as company's third main geographic focus. The company made an investment in the amount of US$240 mln through its wholly owned subsidiary, BP Overseas Development (BPOD), which became the shareholder of the BVI company in 2003.

Banpu executives said in their statement to the Stock Exchange of Thailand that the aim of the acquisition is at giving the company board and management control of the BVI-based AACI, thereby determining company's future strategy. Under the terms of the acquisition, 32 mln shares were purchased from other shareholders, which Banpu will need to finance from its cash flow and bank loans.

The BVI-registered AACI is engaged in investment and development of coal-mining businesses in China. It has a 56% stake in Shanxi Asian American Daning Energy (SAADEC) and 45% in Shanxi Gaohe Energy (SGEC). The partners in both of these joint ventures are large Chinese coal-mining groups.

HK-listed Parkson Retail acquires two department stores from the BVI company

China-based and HK-listed department store operator Parkson Retail Group Ltd. reported its intention to acquire 70% of Nanning Brillian Parkson Commercial Co Ltd. and 100% of Tianjin Parkson Retail Development Co Ltd., for a total amount of 240 mln yuan. The stakes of both companies will be acquired from East Crest International Ltd, incorporated in the British Virgin Islands.

Nanning Brilliant Parkson Commercial Co Ltd. operates a Parkson-brand department store in Nanning city, Guanxi province, Tianjin Parkson Retail Development Co Ltd. operates a Parkson-brand department store in the eastern coastal municipality of Tianjin.

The last closing price of the stock acquired is 67.45 hkd per share. Parkson Retail Group Ltd. will pay 50% of the purchase price in cash, and 50% as 1.994 mln new shares.

BVI holding company Space Transport Inc sells its majority stake in the worlds leading commercial satellites launch company ILS

On May 29, 2008, International Launch Services Inc. (ILS), a world leader in launch services for commercial satellites, announced that Khrunichev State Research and Production Space Center acquired its shares owned by the majority shareholder, BVI holding company Space Transport Inc. Financial details of the completed transaction were not disclosed.

Khrunichev () is the Moscow-based research and design center of the Proton launch system, and one of the world's largest aerospace companies. International Launch Services is a U.S. company incorporated in Delaware and holding the exclusive worldwide rights to market and sell commercial launch services on the Proton launch vehicle built by Khrunichev, and the Angara next-generation launcher which is under development, to commercial satellite operators worldwide. ILS provides satellite customers with a complete range of services and support, from contract signing through mission management and on-orbit delivery.

Space Transport Inc. (STI) was formed in the British Virgin Islands in 2006, with the sole purpose of holding an interest in ILS. The chairman of the BVI company is Mario Lemme, a longtime businessman and investor in companies having business in Russia.

BVI-registered Sing Kung Inc. acquired by InterAmerican Acquisition Group Inc.

San Diego-based blank check company InterAmerican Acquisition Group Inc. (IAG) announced on May 21, 2008 that it has entered into an agreement to acquire up to 89.6% of the capital stock of the holding company Sing Kung, Ltd., registered in the British Virgin Islands. IAG will also complete an exchange offer to acquire the balance at the closing of the acquisition.

BVI-registered Sing Kung, through its wholly-owned China-based subsidiary, Century City Infrastructure Co. Ltd. is planning and implementing urban projects for municipal and provincial governments in China. It is important that the Chinese infrastructure and development market is growing rapidly, exceeding annual level of $100 billion, and it is estimated that this market will rise faster than GDP for several decades. The management of BVI-based Century City has defined its market as the 800 largest municipal and provincial governments that are responsible for meeting these significant needs of urban infrastructure.

By terms of the agreement, no cash consideration will be paid to management or any existing shareholders of the BVI-registered company. To meet the immediate capital needs, BVI-registered Sing Kung closed on a private equity placement of $14.6 million by Chardan, investors being familiar with the infrastructure sector development in China.

It is anticipated that acquisition of the BVI company will close before the end of the year 2008. Now the agreement between the companies is subject to IAG shareholder approval, provided that IAG will redomicile to the BVI; IAG will acquire 89.6% of the capital stock of Sing Kung; the merged company will seek to acquire the remaining 10.4% through an exchange offer to Chardan at closing.

BVI-controlled Shanghai Medical Technology acquired by Aamaxan Transport Group, Inc.

Aamaxan Transport Group, Inc. (ATG) announced the completion of the acquisition of all the outstanding common shares of British Virgin Islands corporation Asian Business Management Group Limited (ABM) on April 15, 2008. By the terms of the share exchange agreement, ATG acquired all of the issued and outstanding shares of common stock of the BVI company in exchange for 14,991,812 original issue shares of its common stock. Simultaneously with the share exchange on April 14, 2008, ATG completed private placement with institutional and accredited investors which resulted in gross proceeds to the company of approximately US$12.5 mln, through the issuance of approximately 4 million shares of Senior Convertible Preferred Stock.

BVI-registered Asian Business Management Group, through its subsidiaries which include Chinese company Shanghai Medical Technology Co., Ltd., is the largest provider of Hemodialysis equipment and other related supplies and services in Eastern China. After the implementation of China's National Healthcare Reform, the existing Dialysis market is projected to grow 2 or even 3 times, from 2007 to 2010. Being the leader in this sphere of medical services, Shanghai Medical distributed 25% of the Hemodialysis products and supplies in China in 2007. Currently the BVI-controlled company distributes HD equipment and supplies to over 200 medical facilitates, comprised of 60 hospitals (including top five hospitals of Shanghai), blood bank and diagnostic centers in Shanghai and Eastern China, and to 30 public health centers. Among the strategic partners of Shanghai Medical there are the largest global providers of blood dialysis and diagnostic equipment.

Mr. Chen Zhong, CEO and Chairman of Shanghai Medical, stated in his comments on company's merger with Aamaxan Transport Group: "We are very pleased to complete this financing... The working capital will enable us to pursue our vision and growth strategy of becoming a dominant integrated service provider of Hemodialysis (HD) and Renal Care products in China.”

BVI-registered Hugo Natural Enterprises increases its stake in Australian prospector Apollo Minerals

The shares of Apollo Minerals (Australia) have jumped more than 50% after it informed that BVI holding company is going to increase its stake. Apollo said that British Virgin Islands company Hugo Natural Enterprises, representing the Chinese Iron and Steel Group, had advised it would increase its stake from 12% to 19.9%.

The BVI-Chinese group acquired an initial stake in Apollo in December 2007, and announced the increase of the interest to 19.9%, subject to shareholder and regulatory approval. Apollo has signed a non-binding memorandum of understanding that gives the BVI-Chinese group the right to market iron ore, subject to successful development. Apollo director Barru Woodhouse declined to reveal the identity of the Chinese Steel and Iron Group and the BVI-registered Hugo Natural Enterprises company.

Amicus Capital Corp. acquires BVI-controlled and China-based developer and distributor of nutritional supplements and personal care products

Canadian company Amicus Capital Corp. has announced signing of the letter of intent with BVI-registered Rainbow Trend Limited. According to the signed document, Amicus Capital will acquire all of the outstanding shares of the Rainbow, which will hold 55,6% equity interest in Chinese-Canadian joint venture Beijing Polo Biotech Co. Ltd. Equity interest in the amount of 44.4% in Polo Biotech Co. Ltd. will be held by China-based Polo Biology Science Park Co. Ltd., manufacturer and retailer of nutritional supplements and personal and home care products in Asia (mainly in China).

By the terms of the agreement, Amicus has paid US$25,000 as a contribution to Rainbow, to be applied against closing expenses, and refundable upon certain conditions. Prior to the completion of the acquisition it was intended that the BVI company will amend its capital to create new class of Class B common shares, and will then complete private placement at the price of $0.50 per subscription receipt, for gross proceeds of approximately $3.5 million. Rainbow will also grant to its agent an option to offer for sale up to an additional 15% of the Subscription Receipts offering for additional gross proceeds of approximately $525,000.

It is intended that subject to shareholder approval Amicus will complete a share consolidation, and the existing Amicus shareholders will hold 7,800,000 post-consolidated common shares immediately prior to the acquisition of Rainbow by Amicus. After the completion of the Acquisition, Amicus will have 52,240,000 (or 53,290,000) post-consolidated common shares.

For purposes of the acquisition and subject to the final pricing of the private placement, BVI-registered Rainbow has been valued at US$18 mln. Pursuant to the terms of the acquisition, Amicus will acquire from BVI company's shareholders 50,000 common shares (each with a deemed value of $360). Also, Amicus will issue one common share for each Class B common share of Rainbow, resulting in the issuance to Rainbow Class B common shareholders of 7,000,000 Amicus common shares (or 8,050,000 Amicus common shares if the entire Over-Allotment Option will be exercised).

The acquisition is planned to be completed on the 10th business day following the satisfaction or waiver of all the conditions, but no later than September 1, 2008.

The main shareholders of the BVI-registered Rainbow are Kinderville Limited, Li (Polo) Wu, Qing Wu and Jie (Miranda) Liu. The company has 113 other individual shareholders each of them being the owner of less than 1% of the common shares of Rainbow.

Reliance Globalcom buys stake in BVI-registered eWave World

Last week, Reliance Globalcom (the global arm of Reliance Communications) has acquired a 90% stake in eWave World, British Virgin Islands-registered WiMax operator.

This is third acquisition deal of the Reliance Communications, after it had acquired US-based Ethernet service provider Yipes Holdings for $300 million in July 2007, and a 10% stake in French WiMax chip manufacturer Sequans Communications already this year, for an undisclosed sum. Reliance Communications is also planning to invest $500 million through the acquired BVI company in the next two-three years, in order to build and acquire WiMax networks across 50 countries worldwide.

By words of Reliance Globalcom CEO Punit Garg, BVI-registered eWave World is widely present across the US and China, and the acquisition will help Reliance Communications to enter the emerging 4G WiMax sector across 50 countries, servicing 75% of global population. He also said that the company would be funding the acquisition through internal accruals, but he noted that the acquisition price is the matter of confidentiality.

Reliance Globalcom will also be looking at joining with the BVI company, to provide broadband access in China. The company will also make a $500 million investment to acquire WiMax licences and commence operations across Asia, Europe, Latin America and Africa by 2012. In the next 2-3 years the company is going to build and acquire WiMax networks across 50 countries.

BVI-based eWave World was formed by a group of industry veterans, and it holds WiMax licenses and spectrum in several countries. The company has put down over 36,000 km of optic fibre in China that will enable it to provide broadbank services in that country.

BVI-controlled YBBS corporation signs Share Purchase Agreement for germanium production in China

Sparton Resources Inc. announced on April 17, 2008 that it has signed the final Share Purchase Agreement to acquire 85% share interest in the private Yunnan Province PRC based coal and germanium producer - Hua Jun Coal Industry Co.Ltd. (HJ). The Chinese company is also the producer of locally marketed thermal coal from one of its three operating coal mines in the area.

The agreement has been signed between the two private owners of Hua Jun Coal Industry, and Yunnan Blue Bay Semiconductor Technology Co. Ltd. (YBBS), China-based company which is 100% owned by Sparton Resources wholly owned subsidiary Sparton Energy Inc., registered in the British Virgin Islands.

As a result of the merger, the original owners of HJ (private individuals) will retain 8% and 7% share ownerships in HJ respectively. Once 60% of the full agreed purchase price for the Hua Jun in the amount of 22 million RMB (approximately $US1.9 million) has been paid, BVI-owned YBBS corporation will take full control of the operations. It is anticipated that the BVI-controlled company will be fully in charge of HJ by mid August 2008.

Since the date when Sparton Resources signed the initial share acquisition agreement, the price for germanium metal increased from about $US 1250 per kg to over $US 1400 per kg, and the demand continues to grow. Sparton now is becoming a profitable producer in the rapidly developing germanium market.

Iomega terminates agreement with BVI- and Cayman-based ExcelStor Entities

Iomega Corporation, a worldwide leader in innovative storage and network security solutions for small and mid-sized businesses, in December 2007 had entered into a share purchase agreement with Cayman Islands-based ExcelStor Great Wall Technology Limited and ExcelStor Holdings Limited, Chinese companies Shenzhen ExcelStor Technology Limited and Great Wall Technology Company Limited, and British Virgin Islands-based ExcelStor Holdings Limited. During this period of time, Iomega and the selling stockholders were preparing the required filings for obtaining the necessary regulatory and stockholder approvals for the business combination.

However, on April 8, 2008, the board of directors of Iomega terminated the Purchase Agreement with Cayman Islands-, BVI- and China-based companies. In accordance with the terms of the Purchase Agreement, as the Agreement between Iomega, ExcelStor, and the Selling Shareholders is no longer in effect, Iomega has paid the Selling Shareholders a termination fee of US$7.5 million.

Having terminated the Purchase Agreement with the above companies, Iomega entered into an agreement and plan of merger with EMC Corporation. Iomega announced that it has received an unsolicited non-binding indication of interest from EMC Corporation in March, when EMC offered to acquire the outstanding common stock of the company for $3.25 per share, assuming a total of approximately 54.8 mln outstanding shares. Now EMC Corporation will commence a cash tender offer to share purchase at a price of $3.85 in cash, without any interest.

BVI-registered Asia Automotive Acquisition Corporation reports shareholders approval of merger with the company and Hunan Tongxin Enterprise Co., Ltd.

Last week, BVI-registered Asia Automotive Acquisition Corporation (AAAC) announced that its shareholders approved the merger with Hunan Tongxin Enterprise Co., Ltd. The BVI blank check company signed Equity Acquisition Agreement with the Chinese Tongxin Enterprise Co., Ltd. in July, 2007. Pursuant to this agreement, both companies are to merge into a new BVI-domiciled entity, and its name is to be changed to Tongxin International, Ltd. (TXI).

The approval of the shareholders of the BVI company was received at a meeting that took place at AAAC's corporate headquarters; approximately 85% of the shareholders voted for Proposal 1, and about 86% voted for Proposal 2. As the result of the transaction, each share of AAAC will be automatically converted into one share of TXI, and each outstanding warrant of the BVI company will be assumed by TXI with the same terms.

At the same time as the merger, BVI-based TXI will acquire 100% of the issued and outstanding common stock of Hunan Tongxin. The company has applied for listing on the NASDAQ Stock Market under the proposed symbols, TXIC, and TXICW, TXICU.

Hunan Tongxin CEO Mr. Duanxiang Zhang stated in his comments that, as a result of the merger and anticipated NASDAQ listing, the company “will be a much stronger participant in the Chinese automotive market.” Also, in his words, the merger will help the company to expand on the international automotive markets, thus enhancing the long term value of TXI for its shareholders.

Transmeridian Exploration terminates Merger Agreement with its BVI subsidiary

On April 1, Transmeridian Exploration Inc. announced the termination of company's merger agreement with British Virgin Islands-registered Trans Meridian International Inc. (TMI), formed by the company's Chairman and CEO Lorrie Olivier. The company entered into a definitive merger agreement with TMI (BVI) pursuant to which the BVI company had to make a tender offer of $3 per share, to purchase all of company's outstanding shares of common stock, in a deal valued at $825 million. In order to complete the proposed financing arrangements, detailed information was required to be provided by Transmeridian Exploration Inc. until March 21, 2008.

However, the deal began to fall apart in February when BVI corporation said it is unable to meet the financing deadline for its offer. Transmeridian Exploration is not required to pay any termination fee.

Now, termination of the definitive agreement with the BVI-based TMI may result in a downward adjustment to the conversion price of Transmeridian's junior preferred stock from the current conversion price of $1.90, to a revised conversion price equal to the forward 15-day volume weighted average price of Transmeridian's common stock, commencing on the March 31, 2008 merger agreement termination date.

Transmeridian will continue to seek proposals on the acquisition of the company from other interested parties.