On June 4, 2013, it was announced that the Hallwood Group Incorporated, registered in Delaware, Hallwood Financial Limited, incorporated in the British Virgin Islands, and HFL Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Hallwood Financial Limited, entered into an Agreement and Plan of Merger, providing that HFL Merger Corporation will merge with and into the Hallwood Group Incorporated. Upon the terms of the agreement, the Hallwood Group will continue as the surviving corporation and a wholly-owned subsidiary of BVI-registered Hallwood Financial Limited.
The BVI company is controlled by Anthony J. Gumbiner, Chairman and CEO of the Delaware corporation, and Hallwood Financial Limited currently owns 1,001,575, or 65.7%, of the issued and outstanding shares of common stock of the Group, per value $0.10 per share.
The Hallwood Group Incorporated received a proposal from the BVI company in November 2012, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at a cash purchase price of US$10.00 per share. Then a special committee was formed to consider the proposal and to make a recommendation to the Board of Directors of the Group. The Board of Directors of the Group, upon the unanimous recommendation of the special committee, determined and declared it advisable to enter into the Merger Agreement, as well as approved the execution, delivery and performance of the Merger Agreement, and recommended adoption of the Agreement by the company stockholders. Stockholders will be asked to vote at a special stockholders meeting that will be held on a date to be announced.
Friday, June 7, 2013
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.
Thursday, May 16, 2013
BVI company updates information on its merger agreement
BVI-registered MDM Engineering Group Limited, a mineral process engineering and project management company focused on the mining industry, noted the announcement made by Sedgman Limited, and made an update on its proposed merger with Sedgman which was originally announced on 28 November 2012.
The merger remained subject to a number of conditions, as it was stated in the announcement on 28 November 2012. As a result of a recent volatility in commodity prices, some of MDM’s prospective clients reassessed the timing of commencement of certain large scale expansion projects. The delay in some of these projects will result in MDM not being able to satisfy the condition precedent, contained in the Merger Implementation Agreement agreed with Sedgman as announced on 28 November 2012.
MDM Engineering and Sedgman are currently negotiating revised Merger terms. The approvals from Tanzania and South Africa competition commissions have already been obtained. Further updates will be provided on the merger agreement.
The merger remained subject to a number of conditions, as it was stated in the announcement on 28 November 2012. As a result of a recent volatility in commodity prices, some of MDM’s prospective clients reassessed the timing of commencement of certain large scale expansion projects. The delay in some of these projects will result in MDM not being able to satisfy the condition precedent, contained in the Merger Implementation Agreement agreed with Sedgman as announced on 28 November 2012.
MDM Engineering and Sedgman are currently negotiating revised Merger terms. The approvals from Tanzania and South Africa competition commissions have already been obtained. Further updates will be provided on the merger agreement.
Monday, April 29, 2013
LDK Solar entered into second share purchase agreement with BVI corporation
LDK Solar Co., Ltd., vertically integrated manufacturer of photovoltaic products, has entered into a share purchase agreement with the British Virgin Islands-registered company Fulai Investments Limited, which has agreed to purchase additional 25,000,000 newly issued ordinary shares of LDK Solar at a purchase price of US$1.03 per share. The aggregate purchase price will make US$25,750,000, subject to the terms and conditions of the share purchase agreement, dated April 25, 2013, and including a lock-up for 180 days from the closing date, which is agreed to be prior to June 28, 2013.
According to the share purchase agreement, the BVI corporation will pay LDK Solar in two installments prior to the closing: US$15,000,000 in May, and US$10,750,000 in June 2013. Upon consummation of the transaction, Fulai Investments also has the right to designate two non-executive directors to the LDK Solar board.
According to the share purchase agreement, the BVI corporation will pay LDK Solar in two installments prior to the closing: US$15,000,000 in May, and US$10,750,000 in June 2013. Upon consummation of the transaction, Fulai Investments also has the right to designate two non-executive directors to the LDK Solar board.
Monday, April 22, 2013
SYSWIN shareholders approved merger with BVI company
SYSWIN Inc., which is one of the leading primary real estate service providers in China, announced that its shareholders approved the previous agreement and plan of merger between BVI-registered business company Brilliant Strategy Limited, an exempted Cayman Islands company Brilliant Acquisition Limited, which is a wholly-owned subsidiary of the BVI company, and SYSWIN.
Approximately 89.20% of SYSWIN's total outstanding ordinary shares voted in person or by proxy at the extraordinary general meeting. Of the ordinary shares, approximately 99.99% were voted in favour of the proposal to approve the Merger Agreement, and approximately 100.00% were voted in favour of the proposal to authorize the directors of the company to do all things necessary to give effect to the Merger Agreement.
Pursuant to the agreement, Brilliant Acquisition Limited is to be merged with and into the Chinese company, which will survive the merger as a wholly-owned subsidiary of the BVI company. SYSWIN will become a privately held company, whose shares would no longer be listed on the New York Stock Exchange.
Approximately 89.20% of SYSWIN's total outstanding ordinary shares voted in person or by proxy at the extraordinary general meeting. Of the ordinary shares, approximately 99.99% were voted in favour of the proposal to approve the Merger Agreement, and approximately 100.00% were voted in favour of the proposal to authorize the directors of the company to do all things necessary to give effect to the Merger Agreement.
Pursuant to the agreement, Brilliant Acquisition Limited is to be merged with and into the Chinese company, which will survive the merger as a wholly-owned subsidiary of the BVI company. SYSWIN will become a privately held company, whose shares would no longer be listed on the New York Stock Exchange.
Thursday, April 11, 2013
Bontan Corporation signed Letter of Intent with BVI-based pharmaceutical company
Bontan Corporation Inc. signed letter of intent with Portage Pharma Ltd., a private limited company incorporated in the British Virgin Islands, with the purpose to acquire all the issued and outstanding shares of the BVI company for approximately 81.7 million shares of Bontan. 71.4 million shares of Bontan will be reserved for the shareholders of Portage to be issued as warrants and options.
Portage Pharma is a biotechnology company engaged in researching and developing products through to proof of concept with an early focus on unmet clinical needs and orphan drugs. Portage would look to sell or licence the products to Big Pharma. The BVI company is the holder a master licence to the Antennapedia platform for all pathologies (except oncology).
Closing of the proposed transaction between Bontan and Portage Pharma is expected to be completed by April 15, 2013, and is subject to the completion of due diligence, execution of a definitive agreement and other approvals.
Dr. Declan Doogan, the Chairman of Portage, stated in his comments: "Portage represents a significant opportunity to bring exciting new medicines to the market. Using the strong scientific, medical and drug development expertise in the company we believe we can identify and develop novel approaches utilizing the latest in scientific theory… Bontan provides access to public markets and allows us to proceed expeditiously with our development of the Antennapedia platform while sourcing additional products."
Portage Pharma is a biotechnology company engaged in researching and developing products through to proof of concept with an early focus on unmet clinical needs and orphan drugs. Portage would look to sell or licence the products to Big Pharma. The BVI company is the holder a master licence to the Antennapedia platform for all pathologies (except oncology).
Closing of the proposed transaction between Bontan and Portage Pharma is expected to be completed by April 15, 2013, and is subject to the completion of due diligence, execution of a definitive agreement and other approvals.
Dr. Declan Doogan, the Chairman of Portage, stated in his comments: "Portage represents a significant opportunity to bring exciting new medicines to the market. Using the strong scientific, medical and drug development expertise in the company we believe we can identify and develop novel approaches utilizing the latest in scientific theory… Bontan provides access to public markets and allows us to proceed expeditiously with our development of the Antennapedia platform while sourcing additional products."
Tuesday, April 2, 2013
LJ International entered into agreement with Flora Bloom Holdings and its BVI subsidiary
British Virgin Islands-registered company LJ International Inc., which is a leading coloured gemstone and diamond jeweller having both retail and wholesale businesses, entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Limited, a business company with limited liability incorporated in the BVI, and a wholly-owned subsidiary of Flora Bloom Holdings.
Pursuant to this agreement, Flora Bloom Holdings will acquire LJ International for US$2.00 per ordinary share of the BVI company.
Immediately following the merger transaction, the Cayman Islands company will be owned by a consortium of investors led by Mr. Yu Chuan Yih, Chairman and Chief Executive Officer of the Company. LJ International’s Board of Directors approved the Merger Agreement and the Transaction and resolved to recommend that the company’s shareholders vote to approve the Merger Agreement and the Transaction.
If completed, the Transaction will result in LJ International becoming a privately-held company, and its shares would be delisted on the NASDAQ Global Market.
Wednesday, March 20, 2013
Evergreen Resources Holding (BVI) Ltd. converts its loan with MagIndustries
Evergreen Resources Holding (BVI) Ltd. acquired 295,770,211 common shares in the capital of MagIndustries Corp., a TSX-listed Canadian company focused on the development of its potash assets in the Republic of Congo. This acquisition transaction became a result of the conversion of $50,653,425 outstanding loan of the BVI company to MagIndustries Corp. The common shares were issued at a deemed conversion price of approximately $0.1713 per share.
The issuance of shares will result in the increase of Evergreen’s ownership interest in the Canadian company to 653,008,894 common shares – that is from approximately 77% to approximately 86% of the total issued and outstanding common shares of MagIndustries.
The conversion was previously approved at a special meeting of shareholders held in October 9, 2012.
The issuance of shares will result in the increase of Evergreen’s ownership interest in the Canadian company to 653,008,894 common shares – that is from approximately 77% to approximately 86% of the total issued and outstanding common shares of MagIndustries.
The conversion was previously approved at a special meeting of shareholders held in October 9, 2012.
Monday, March 18, 2013
BVI-based subsidiary of Vanoil Energy to acquire Avana Petroleum Limited
Vanoil Energy Ltd., Canada-based oil and gas company having portfolio of assets in Kenya and Rwanda, announced that its wholly owned subsidiary, Vanoil Energy Holdings Ltd., which is incorporated in the British Virgin Islands, signed a warranty and implementation agreement with the majority shareholders of Avana Petroleum Limited, and is going to make an offer to acquire the entire issued share capital of Avana.
All share transaction is recommended by the independent board of directors of Avana and supported by Avana’s CEO Sam Malin, with irrevocable undertakings to accept the offer from the Principal Shareholders, representing approximately 82 % of Avana's issued share capital.
Pursuant to the offer document, Vanoil Energy Holdings will offer to acquire the entire issued share capital of Avana for consideration including the issue of a total of 12,500,000 common shares in Vanoil, total of 5,000,000 Vanoil warrants; subject to the operator of the Kenyan Asset spudding a second well on Block L9, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held; and subject to the operator of the Seychelles Asset spudding a second well
on the Seychelles Asset, the payment of US$2 million in cash, equating to US$0.04515012 for each Avana Share held.
Following the offer, Vanoil's net recoverable mean unrisked prospective resources will increase from 927 million boe to approximately two billion boe, thus Vanoil will become closer to becoming an emerging leader in oil and gas exploration in East Africa. The transaction will bring geological and geopolitical diversification to the existing Vanoil portfolio.
Vanoil has agreed to guarantee the performance of the obligations of its BVI-registered subsidiary as they become due. All securities issued pursuant to the offer are subject to a 4 month hold period.
Sam Malin, the CEO and founder of Avana, is to be appointed to Vanoil's Board of Directors.
Monday, March 11, 2013
SYSWIN Inc. announced extraordinary meeting of shareholders
SYSWIN Inc., the company providing primary real estate services in China, has called an extraordinary general meeting of shareholders to be held on April 3, 2013, with the purpose to consider the proposal to adopt the agreement and plan of merger dated December 24, 2012.
The previously announced agreement is among SYSWIN Inc., British Virgin Islands-registered business company Brilliant Strategy Limited, and Cayman Islands-registered exempted company Brilliant Acquisition Limited, which is wholly owned by the BVI company. Under the terms of the agreement, Brilliant Acquisition will be merged with and into SYSWIN Inc., Chinese company surviving the merger and becoming a wholly-owned subsidiary of Brilliant Strategy Limited.
The merger agreement is approved by the board of directors of the Chinese company, and it is recommended that the company’s shareholders vote to approve the agreement and the transaction contemplated by it, including the merger.
The previously announced agreement is among SYSWIN Inc., British Virgin Islands-registered business company Brilliant Strategy Limited, and Cayman Islands-registered exempted company Brilliant Acquisition Limited, which is wholly owned by the BVI company. Under the terms of the agreement, Brilliant Acquisition will be merged with and into SYSWIN Inc., Chinese company surviving the merger and becoming a wholly-owned subsidiary of Brilliant Strategy Limited.
The merger agreement is approved by the board of directors of the Chinese company, and it is recommended that the company’s shareholders vote to approve the agreement and the transaction contemplated by it, including the merger.
Tuesday, March 5, 2013
Leo Mining and Exploration Limited acquired 58 per cent of Mkango Resources
BVI-registered company Leo Mining and Exploration Limited announced that it has acquired 4,285,715 units of Mkango Resources Ltd., pursuant to a subscription agreement signed on March 1, 2013. Acquisition price is C$0.175 per unit and an aggregate subscription price is C$750,000. The acquisition deal is based on a non-brokered private placement. The units are purchased for investment purposes.
Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.
After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.
Each unit consists of one common share and one-half of one common share purchase warrant of Mkango. Each whole warrant entitles its holder to acquire one common share for C$0.35 for a period of one year after the closing date of the financing.
After giving effect to the acquisition, Leo Mining and Exploration Ltd owns and controls total amount of 24,138,614 common shares, which represent approximately 58% of the issued and outstanding shares of Mkango on an undiluted basis, and total amount of 2,142,857 warrants.
Friday, March 1, 2013
BVI company to acquire shares of LDK Solar
LDK Solar Co., Ltd., a leading manufacturer of photovoltaic products, announced the sale of its 5,000,000 newly issued ordinary shares to Fulai Investments Limited, a company incorporated under the British Virgin Islands law and wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong.
In January 2013, LDK Solar entered into a share purchase agreement with Fulai Investments Limited, pursuant to which both companies are to fulfil the closing conditions to consummate the transaction prior to February 28, 2013. The shares are sold to the BVI company at a purchase price of US$1.83 per share, with an aggregate purchase price of US$9,150,000, completing the first portion of the transaction contemplated in the share purchase agreement.
The remaining 12,000,000 shares are to be issued and sold on or prior to March 28, 2013. Fulai Investments Limited also has the right to designate two non-executive directors to the LDK Solar board upon consummation of the transaction.
In January 2013, LDK Solar entered into a share purchase agreement with Fulai Investments Limited, pursuant to which both companies are to fulfil the closing conditions to consummate the transaction prior to February 28, 2013. The shares are sold to the BVI company at a purchase price of US$1.83 per share, with an aggregate purchase price of US$9,150,000, completing the first portion of the transaction contemplated in the share purchase agreement.
The remaining 12,000,000 shares are to be issued and sold on or prior to March 28, 2013. Fulai Investments Limited also has the right to designate two non-executive directors to the LDK Solar board upon consummation of the transaction.
Wednesday, February 13, 2013
EastBridge Investment Group completes reverse merger with BVI corporation
EastBridge Investment Group Corporation (EBIG) announced that on February 6 EBIG and Cellular Biomedicine Group (CBMG), which is incorporated in the British Virgin Islands, signed all the documents and filed the Articles of Merger with the Registry of Corporate Affairs of the British Virgin Islands, with respect to the consummation of merger of CBMG with CBMG Acquisition Limited, another BVI company and a wholly-owned subsidiary of EBIG.
The merged entity is the wholly-owned subsidiary of EBIG, which continues operations under its name, and it common stock continues to be quoted under stock symbol EBIGD.
Cellular Biomedicine Group, Ltd. is focused on developing cell therapies for the treatment of cancer and degenerative diseases. Company’s scientists make cellular research, currently developing biomedicine based on tissue-derived progenitor cells, embryonic stem (ES) cells and cancer-specific dendritic cells.
EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services, targeting industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution.
The merged entity is the wholly-owned subsidiary of EBIG, which continues operations under its name, and it common stock continues to be quoted under stock symbol EBIGD.
Cellular Biomedicine Group, Ltd. is focused on developing cell therapies for the treatment of cancer and degenerative diseases. Company’s scientists make cellular research, currently developing biomedicine based on tissue-derived progenitor cells, embryonic stem (ES) cells and cancer-specific dendritic cells.
EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services, targeting industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution.
Thursday, February 7, 2013
FracRock announced strategic JV with US oilfield service company
FracRock International, Inc., a privately held oilfield service and technology company registered in the British Virgin Islands, signed an agreement with Manek Energy LLC, an oilfield service company based in Texas.
By the terms of this agreement, Manek Energy will contribute new 40,500 horsepower hydraulic frac equipment package and a fully trained, experienced hydraulic fracturing team to FracRock, in exchange for an interest free note, which will be automatically convertible into shares of FracRock upon the occurrence of certain events. The owners of the Texas company will also be entitled to FracRock Board representation.
Under the terms of the previously announced Memorandum of Understanding (MOU), the BVI company will provide its unique eco-friendly methodologies to assist operators in developing the Vaca Muerta shale play in Argentina in an environmentally responsible manner.
The agreement is conditioned upon the completion of a definitive agreement. The transaction is expected to be closed within 60 days.
FracRock's Chief Executive Officer, J. Christopher Boswell, said in his comments: "This agreement is an important step in the evolution of our Company. We visited with many North American based, pressure-pumping companies and the team at Manek stood out as the best partner for FracRock. They're very knowledgeable, experienced and dedicated to generating results for their clients. The owners of Manek also own and operate a successful E&P company, Richland Resources, and have expressed a willingness to share their valuable experience at drilling and completing economical shale wells in North America."
By the terms of this agreement, Manek Energy will contribute new 40,500 horsepower hydraulic frac equipment package and a fully trained, experienced hydraulic fracturing team to FracRock, in exchange for an interest free note, which will be automatically convertible into shares of FracRock upon the occurrence of certain events. The owners of the Texas company will also be entitled to FracRock Board representation.
Under the terms of the previously announced Memorandum of Understanding (MOU), the BVI company will provide its unique eco-friendly methodologies to assist operators in developing the Vaca Muerta shale play in Argentina in an environmentally responsible manner.
The agreement is conditioned upon the completion of a definitive agreement. The transaction is expected to be closed within 60 days.
FracRock's Chief Executive Officer, J. Christopher Boswell, said in his comments: "This agreement is an important step in the evolution of our Company. We visited with many North American based, pressure-pumping companies and the team at Manek stood out as the best partner for FracRock. They're very knowledgeable, experienced and dedicated to generating results for their clients. The owners of Manek also own and operate a successful E&P company, Richland Resources, and have expressed a willingness to share their valuable experience at drilling and completing economical shale wells in North America."
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