Tuesday, August 2, 2011

Shionogi signs share purchase agreement with BVI company

Shionogi & Co., Ltd., based in Osaka, Leo Star Development Limited, the British Virgin Islands-incorporated company, which is the largest shareholder of the China-based Singapore listed company, C&O Pharmaceutical Technology (Holdings) Limited, incorporated in the Bermuda Islands, and Gao Bin, executive director, vice chairman and general manager of C&O Pharmaceutical Technology Limited, have entered into agreement. By terms of this agreement, Shionogi will acquire 160, 312, 000 shares of C&O, out of 193, 480,000 C&O shares held by Leo Star and Gao Bin. This makes about 24.17% from 29.17% of the total shares issued in C&O and held by the BVI company and executive director of C&O.

After the transaction, Shionogi will conduct a general offer with an intention to make C&O into Shionogi's subsidiary. Total consideration for the transaction and the general offer is expected to be approximately S$219 million at the offer price of S$0.50 for each C&O share.

Gao Bin will remain as executive director, vice chairman and general manager of C&O, and will continue to hold his remaining about 5% of the total shares issued in C&O indirectly, through the BVI-registered Leo Star. Also, Shionogi intends to jointly operate C&O with Sumitomo Corporation, which holds about 29% of C&O shares.

C&O Pharmaceutical Technology (Holdings) Limited manages a group of companies engaged in R&D, manufacturing, import and distribution of pharmaceuticals products in China.

Monday, July 18, 2011

Emerging Metals announced completion of investment of its BVI-based associate

British Virgin Islands-incorporated company Emerging Metals Limited, engaged in the industry of minor metals and rare earth elements, announced that the agreement by Ferrum Resources Limited, which is its 37.23 per cent associate and a private company established in 2010 in the BVI, to subscribe for new shares in CMC Guernsey Limited, constituting 63.53 per cent of its issued shares for a cash consideration of US$13.5 million, has completed.

After regulatory approval of Cameroon, approving the transfer of shares to CMC Guernsey, has been received, CMC Guernsey owns six iron ore licenses in Cameroon, through a 95 percent owned subsidiary. These licences comprise six permits for the exclusive rights to explore for iron ore and related substances. The licences were granted in September-October 2010, and are valid for three years.

By words of Stephen Dattels, Co Chairman of Emerging Metals, “The investment by Ferrum in CMC Guernsey is a very positive development for the Company and Ferrum.”

Tuesday, July 5, 2011

BVI-registered Eco Oil & Gas Ltd entered into agreement with Goldbard Capital Corporation

Goldbard Capital Corporation, a publicly traded company listed on the TSX Venture Exchange and pursuing exploration and development opportunities within the resource sectors, announced some time ago that it has entered into an arm's length binding Business Combination Agreement with the British Virgin Islands company Eco Oil & Gas Ltd., focused on oil and gas exploration projects in Africa. After the business combination, which will constitute a reverse takeover of Goldbard under the exchange policies, Eco will become a wholly owned subsidiary of Goldbard.

Pursuant to the agreement, Goldbard formed a new corporation Goldbard Resources Inc., which is a wholly-owned subsidiary of Goldbard and is incorporated under the law of BVI, for the purpose of amalgamation with Eco.

Upon the combination of Eco Oil & Gas Ltd. and Goldbard Resources Inc., holders of ordinary shares in the capital of Eco will be entitled to get 1.25303867 Consolidated Shares for each one Eco Share. The foregoing Consolidated Shares will be issued at a deemed issuance price of US$0.50 per share.

Upon closing of the reverse takeover, Goldbard will issue 45,360,000 Consolidated Shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants that entitle them to acquire 3,759,116 Consolidated Shares.

At the meeting of shareholders of Goldbard, shareholders will be asked to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd."

Tuesday, June 28, 2011

China Security & Surveillance Technology to continue private transaction with BVI company and its subsidiaries

China Security & Surveillance Technology, Inc. (CSST), China-based company providing integrated surveillance and safety solutions, received an approval notice from the Dubai Financial Services Authority for its application for a waiver from the provisions of the DFSA Takeover Rules Module.

The company applied for the waiver in order to proceed with the going private transaction contemplated by the Amended and Restated Agreement and Plan of Merger with the following companies: the British Virgin Islands-registered company Rightmark Holdings Limited, which is the wholly owned subsidiary of another BVI company, Intelligent One Limited, wholly owned by CSST's chairman and CEO Mr. Guoshen Tu; and Rightmark Merger Sub Limited, Delaware-incorporated company wholly owned by the BVI-based Rightmark and Mr. Guoshen Tu.

The waiver will remain effective provided that the company's common stock remains suspended from trading on Nasdaq Dubai. CSST's common stock has been suspended from the official list of Nasdaq Dubai since May 22, 2011, after the company had notified in writing of its intention to voluntarily delist its securities. It is expected to be completely delisted on or about July 21, 2011.

Monday, June 13, 2011

Goldbard Capital Corporation announced business combination with BVI company

The TSX-listed company Goldbard Capital Corporation entered into an arm's length binding Business Combination Agreement with Eco Oil & Gas Ltd., a non-reporting issuing company domiciled in the British Virgin Islands. Under the terms of this agreement, Eco Oil will become a wholly owned subsidiary of Goldbard, subject to a number of conditions. The business combination will constitute a reverse take-over of Goldbard under the policies of the exchange.

Pursuant to the agreement, Goldbard formed a new corporation for the purpose of amalgamating with the BVI-registered Eco Oil. As a condition of the transaction, Goldbard will hold shareholders meeting to approve the RTO pursuant to the rules and policies of the Exchange. Shareholders will also be asked to approve a consolidation of the common shares of Goldbard on the basis of 2.5 old shares for 1 new share, and to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer's name to "Eco (Atlantic) Oil & Gas Ltd.".

Goldbard Resources Inc. is a wholly-owned subsidiary of Goldbard, also incorporated under the British Virgin Islands law.

Upon the combination of Eco and Goldbard Resources Inc., holders of ordinary shares in Eco capital will receive 1.25303867 consolidated shares for each share of the BVI company, at a deemed price of US$0.50 per one consolidated share.

Upon closing of the RTO Goldbard will issue 45,360,000 consolidated shares to the holders of Eco shares and replacement warrants to holders of Eco Warrants, entitling them to purchase 3,759,116 consolidated shares.

Wednesday, June 1, 2011

SMSA Treemont Acquisition Corp. merges with BVI company

Texas-based SMSA Treemont Acquisition Corp. announced that it had consummated a Share Exchange Agreement with the British Virgin Islands company Xiangrui Pharmaceutical International Limited (XPI) and its sole shareholder.

According to the agreement, SMSA acquired 100% of the issued and outstanding capital stock of XPI from its shareholder, which now owns approximately 93% of the 13,294,500 issued and outstanding shares of SMSA. Additionally, designees of XPI's sole shareholder took director and officer positions with SMSA. SMSA will succeed to the business of XPI and its affiliated companies.

Mr. Guangyin Meng, the new Chairman of SMSA, stated that the transaction has given to the company the access to the U.S. capital markets, with the intent of capitalizing on significant growth opportunities.

BVI-registered XPI, through its operating subsidiaries and VIE relationships, is a producer of pharmaceutical and food-grade refined corn products for the Chinese market.

Wednesday, May 18, 2011

BVI company acquires 700,000 shares of NSGold Corporation

British Virgin Islands-based private corporation Van Hoof Industrial Holdings Ltd. announced that it had acquired 700,000 common shares of NSGold Corporation, at a price of C$0.50 per share, for total consideration of C$350,000, upon the exercise by the BVI corporation of 700,000 common share purchase warrants.

About a year ago, Van Hoof Industrial Holdings acquired the ownership of 9,601,600 common shares of NSGold Corporation, which represented 31.89% of the full stock of its common shares. The common shares acquired on May 16, 2011 represent 2.14% of the 32,712,277 common shares of NSGold Corporation, both issued and outstanding. Upon the exercise of the warrants, Van Hoof Industrial Holdings Ltd. owns and controls 10,833,100 common shares of NSGold Corporation, representing 33.12% of its issued and outstanding common shares, and does not own or control any common share purchase warrants of NSGold Corporation.

Van Hoof Industrial Holdings Ltd. acquired the shares of NSGold Corporation for investment purposes. The British Virgin Islands-based is controlled by Johannes H.C. van Hoof, Chairman and director of NSGold Corporation.

Friday, May 6, 2011

BVI-registered company purchased shares of Armenian network of supermarkets

British Virgin Islands-registered company Viest Assets Ltd. purchased 100% shares of “STAR” supermarkets in Armenia. The BVI company is based on the Armenian capital but the owner of the company is not named.

Previously, one of the main shareholders of STAR have been European Bank of Reconstruction and Development (EBRD) with the share of 28.3%.

According to company's executive director, after re-branding the policy of the company will be changed, particularly the prices and service. The company plans to move from low-price to middle segment, and to open 10-12 new shops of STAR in Yerevan and the surrounding areas.

Currently the network of supermarkets STAR includes 18 shops. Company's turnover in 2010 was 18 billion drams.

Re-branding process will be completed by mid-2012.

Tuesday, April 26, 2011

Chinese company sells interest in its controlled BVI subsidiary

ChipMOS Technologies Ltd., the company incorporated in Bermuda and operating in Mainland China, announced that it will sell the notes of its controlled subsidiary Modern Mind Technology Limited, registered in the British Virgin Islands and wholly owned by another BVI company Jesper Limited. Under the agreement signed on April 22, 2011, ChipMOS will sell the MMT notes to ThaiLin Semiconductor Corp., which is a 42.9%-owned subsidiary of ChipMOS' 84.2% owned subsidiary, ChipMOS Technologies Inc. Proceeds from ThaiLin to ChipMOS will be US$39.95 million.

ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.

Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.

Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."

ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.

Thursday, April 14, 2011

Canada-based investment company to acquire interest in BVI-registered Kincora Group Limited

On April 14, 2011, Canada-based company Brazilian Diamonds Limited entered into a conditional agreement with Origo Partners PLC with the purpose to acquire Origo's interests in Kincora Group Limited, a closely held private company incorporated in the British Virgin Islands. The principal asset of the BVI company is the Bronze Fox copper/gold project in Mongolia.

Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.

As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.

Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.

Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.

Wednesday, March 30, 2011

BVI-registered Polo Resources executes loan agreements with Indonesian companies

Polo Resources Limited, the mining and exploration investment company registered in the British Virgin Islands, announced that it has executed two loan agreements with its partners in Indonesia, EarthCoal and Earth Investment Group, for the procurement of coking coal and iron ore opportunities in Indonesia. Should suitable projects be identified, the BVI company anticipates entering the possible joint venture arrangements.

Polo Resources Ltd has executed a binding convertible loan agreement with Polo IndoCoal Holdings Limited, a company incorporated in the British Virgin Islands. Under the terms of the Coking Coal Loan Agreement, Polo Resources has agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoCoal to fund due diligence and related project development costs in respect of coking coal opportunities in Indonesia.

The loan is available to be drawn down in several tranches, and the outstanding loan sum shall bear no interest. The loan is repayable only with the writing consent of Polo Resources Ltd.

Polo Resources has also agreed identical terms with Earth Investment Group Pte. Ltd. for a convertible loan agreement with another British Virgin Islands-registered company Polo IndoIron Holdings Limited. Under the terms of the Iron Ore Loan Agreement, Polo has again agreed to advance up to US$3 million in the form of a convertible loan to Polo IndoIron to fund due diligence and related project development costs in respect of iron ore opportunities in Indonesia. All terms of the Iron Ore Loan Agreement are the same as for the Coking Coal Loan Agreement.

EarthCoal and Earth Investment Group, Polo's partners in Indonesia, are international private investment firms specializing in developing economies, in Asia and Latin America.

Friday, March 18, 2011

BVI-registered company to purchase Century Mining Corp.

White Tiger Gold, the company based in the British Virgin Islands, announced that it has agreed to purchase Century Mining Corp. in an all-share deal worth about US$742 million. Under the terms of the deal, the BVI company would pay 0.4 of its shares for each Century Mining share.

The main assets of Century Mining Corp. are the Lamaque project in Val d'Or, Que., and the San Juan mine in Peru.

White Tiger is the holder of exploration and mining rights to five large properties in eastern Russia.

The boards of both companies have unanimously approved the deal. It still must be approved by shareholders and regulators.

Saturday, March 5, 2011

CIC Energy announced extension to the date of proposed acquisition

British Virgin Islands-registered company CIC Energy Corp., engaged in the development of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced that it has executed an amendment to the supplementary agreement with Indian power company JSW Energy Limited, dated December 16, 2010, pursuant to which the deadline to complete the proposed acquisition of CIC Energy by JSW has been further extended from March 15, 2011 to May 31, 2011.

Mr Warren Newfield, Chairman and CEO of CIC Energy, said in his comments that the BVI company is continuing to work to fulfill the conditions required for the transaction to close as soon as possible, but no later than May 31st.

JSW is entitled under certain circumstances to a right to match an acquisition proposal received by CIC Energy within six months period following the Outside Date, in case the Supplementary Agreement is terminated as a result of the transaction not closing by the Outside Date. As a result of this Amendment, such right will expire on August 31, 2011.

Tuesday, February 22, 2011

U.S. pharmaceutical company entered into merger agreement with subsidiary of the BVI corporation

On February 21, 2011, Detroit-based company developing generic pharmaceuticals Caraco Pharmaceutical Laboratories, Ltd. announced that it entered into a merger agreement with Sun Pharma Global, Inc., a wholly-owned subsidiary of the British Virgin Islands-registered company Sun Pharmaceutical Industries Limited and a newly-formed indirect wholly-owned subsidiary of Sun Pharma incorporated in Michigan, USA. Under the terms of the merger agreement, all shareholders of Caraco other than Sun Pharma and Sun Global will receive a cash payment of US$5.25 per share upon closing the transaction. The BVI company and its wholly-owned subsidiary collectively own 75.8% of Caraco common stock.

Earlier, Sun Pharma and Sun Global had proposed a ”going private” transaction by which Sun Pharma, Sun Global and/or one or more of their affiliates would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma and Sun Global, for a per share consideration of US$4.75 cash.

Upon completion of the transaction, Caraco will become a privately held company and its common stock will no longer be traded on the NYSE Amex.