Specialty pharmaceutical company AlphaRx, Inc., announced that under the terms of expansive structural growth, it entered into an agreement for the acquisition of Pacific Orient Capital Inc. which is expected to subsequently merge with wholly-owned subsidiary of the company, AlphaRx Canada Limited.
After completion of the acquisition, the entity will change its name to Pacific Orient BioPharma Group. The company intends to become a notable specialty pharmaceutical company that focuses on the development, marketing and distribution of pharmaceuticals and medical products for China and other emerging markets.
Also, AlphaRx, Inc. will conduct a private placement of Pacific Orient BioPharma Group's shares at a price of US$0.40 per share, for a maximum value of C$1.5 million dollars.
Upon completion of the merger and private placement, Pacific Orient BioPharma Group will have 14,000,000 million shares outstanding of which 8,250,000 shares will be owned by AlphaRx International Holdings Limited, a company incorporated in the British Virgin Islands. The BVI company is 80%-owned by AlphaRx Inc. and 20%-owned by Ruby Hui, the proposed President, CEO and director of Pacific Orient BioPharma Group.
Pacific Orient Capital Inc. is a shell company, which had not started any commercial operations prior to the completion of the merger with AlphaRx Canada Limited, and does not have any assets other than cash. The completion of the merger is expected to take place on or about December 15, 2010.
Monday, November 29, 2010
Tuesday, November 23, 2010
Alloy Capital entered into Share Exchange Agreement with BVI company and its sole shareholder
Canada-based company Alloy Capital Corp. has entered into a Share Exchange Agreement dated as of October 16, 2010, with the British Virgin Islands-registered company Lancaster Exploration Limited and its sole shareholder Leo Mining and Exploration Limited (Leominex). The agreement is with respect to a proposed acquisition of all of the issued and outstanding shares of the BVI company from Leominex, for an aggregate purchase price of US$9,926,449.50.
By terms of the Share Exchange Agreement, the Purchase Price shall be satisfied by the issuance of 19,852,899 common shares of Alloy at a deemed price of US$0.50 per Common Share to Leominex after a consolidation of the shares on a 2.5 for one basis. Upon completion of the acquisition, Alloy will change its name to Mkango Resources Ltd.
As a result of the acquisition transaction, BVI company will be a wholly-owned subsidiary of the Resulting Issuer and Leominex will be an Insider of the Resulting Issuer.
The acquisition will constitute a reverse takeover by Lancaster of Alloy as the former shareholder of the BVI company will own up to 49.9% of the outstanding common shares on a fully diluted basis and 62.3% on a non-diluted basis. One of the conditions for completion of the acquisition is the completion of the brokered private placement financing of Alloy for the sale of a minimum of 10,000,000 units in the capital of the company at a minimum price of US$0.50 per unit, for gross proceeds of not less than US$5,000,000. Each Unit will consist of one Common Share and one-half of one common share purchase warrant of Alloy. The net proceeds from the Financing will be used to fund exploration and development activities on Lancaster's Songwe Hill project and for general corporate purposes.
Of the five member board of directors of the Resulting Issuer, two members will be designees of Lancaster, and another two board members shall be joint nominees of Lancaster and Alloy.
The acquisition is not a Non-Arm's Length Qualifying Transaction and as such will not require Shareholder approval.
By terms of the Share Exchange Agreement, the Purchase Price shall be satisfied by the issuance of 19,852,899 common shares of Alloy at a deemed price of US$0.50 per Common Share to Leominex after a consolidation of the shares on a 2.5 for one basis. Upon completion of the acquisition, Alloy will change its name to Mkango Resources Ltd.
As a result of the acquisition transaction, BVI company will be a wholly-owned subsidiary of the Resulting Issuer and Leominex will be an Insider of the Resulting Issuer.
The acquisition will constitute a reverse takeover by Lancaster of Alloy as the former shareholder of the BVI company will own up to 49.9% of the outstanding common shares on a fully diluted basis and 62.3% on a non-diluted basis. One of the conditions for completion of the acquisition is the completion of the brokered private placement financing of Alloy for the sale of a minimum of 10,000,000 units in the capital of the company at a minimum price of US$0.50 per unit, for gross proceeds of not less than US$5,000,000. Each Unit will consist of one Common Share and one-half of one common share purchase warrant of Alloy. The net proceeds from the Financing will be used to fund exploration and development activities on Lancaster's Songwe Hill project and for general corporate purposes.
Of the five member board of directors of the Resulting Issuer, two members will be designees of Lancaster, and another two board members shall be joint nominees of Lancaster and Alloy.
The acquisition is not a Non-Arm's Length Qualifying Transaction and as such will not require Shareholder approval.
Tuesday, November 16, 2010
China Technology entered into agreement with Linsun Renewable Energy Corporation
China Technology Development Group Corporation (CTDC) made an announcement that it has entered into a Stock Purchase Agreement with China-based solar modules manufacturer Linsun Renewable Energy Corporation Limited (LSP) and its shareholders, Goldpoly Company Limited and Mr. Liao Lin-Hsiang. The purpose of the agreement is the acquisition by the BVI company of 100% equity interest in LSR and its wholly owned subsidiary – Linsun Power Technology (Quanzhou) Corp. Ltd., at a consideration of US$3.2 million. This sum is payable in shares of CTDC's common stock at a price of US$3.01 per share. Upon completion, LSP will become a wholly-owned subsidiary of CTDC.
Linsun Renewable Energy Corporation Limited is a crystalline photovoltaic modules manufacturer. PV modules have been accredited with TUV certificate and exported to European markets, including Germany, Italy and Czech Republic, etc.
By words of Mr. Alan Li, Chairman and CEO of CTDC, the acquisition will help the company to form a close relationship with PV cells supplier Goldpoly Company Limited, and to ensure sufficient supply of raw material.
Linsun Renewable Energy Corporation Limited is a crystalline photovoltaic modules manufacturer. PV modules have been accredited with TUV certificate and exported to European markets, including Germany, Italy and Czech Republic, etc.
By words of Mr. Alan Li, Chairman and CEO of CTDC, the acquisition will help the company to form a close relationship with PV cells supplier Goldpoly Company Limited, and to ensure sufficient supply of raw material.
Wednesday, November 10, 2010
Polo Resources Limited signed for acquisition of 70 percent in BVI company
Polo Resources Limited, an international coal mining and exploration group incorporated in BVI, announced the signing of an Option Deed under which it is granted an option to acquire approximately 70 per cent of the issued share capital of MinFer Holdings Limited. MinFer, a British Virgin Islands-registered company, together with its wholly-owned subsidiary MinFer Do Brazil Mineracao Ltda, is engaged in the acquisition and exploration of iron ore projects in Brazil. MinFer's subsidiary is the holder of options to acquire a number of interests in iron ore projects in Brazil.
The option has been granted by MinFer and shareholders representing 70 percent of the issued shares of MinFer, and is granted in consideration of Polo funding an agreed work program up to a maximum non-refundable sum of US$1,000,000.
The Option is exercisable within 90 days including the date of the Option Deed. If exercised, the consideration payable by the BVI company to the MinFer shareholders to acquire all of the Option shares is up to US$20,000,000. These consideration shares will be subject to a lock in for 12 months from their date of issue. The decision to exercise the Option will be classed as a related party transaction under AIM Rule 13.
The option has been granted by MinFer and shareholders representing 70 percent of the issued shares of MinFer, and is granted in consideration of Polo funding an agreed work program up to a maximum non-refundable sum of US$1,000,000.
The Option is exercisable within 90 days including the date of the Option Deed. If exercised, the consideration payable by the BVI company to the MinFer shareholders to acquire all of the Option shares is up to US$20,000,000. These consideration shares will be subject to a lock in for 12 months from their date of issue. The decision to exercise the Option will be classed as a related party transaction under AIM Rule 13.
Saturday, October 30, 2010
BVI-based China Technology announced termination of agreement with CTSP Group
British Virgin Islands-registered China Technology Development Group Corporation, engaged in the solar energy business in PRC to provide solar energy products and solutions, entered into an agreement with China Technology Solar Power Holdings Limited (CTSP) and its shareholders regarding the termination of its acquisition by the BVI company. Also, CTDC signed the letter of intent to continue strategic cooperation with CTSP in large scale on-grid farm projects.
China Technology Development Group entered into Stock Purchase Agreement with CTSP in October 2009, to acquire 51% equity interests of CTSP to jointly develop a 100 megawatt on-grid solar farm project located in Qinghai Province, China. According the announcement of the BVI company, it is difficult to determine the fair value of the "Delingha 100 MW on-grid solar farm project", given the Chinese government has not determined the specific subsidies and incentives for on-grid solar energy applications for Qinghai Province. For this reason, the parties have achieved mutual agreement not to proceed with the acquisition.
Mr. Alan Li, Chairman and CEO of CTDC, said that both companies will benefit from strategic cooperation in respect of designing of and research on the grid-connected solar plant. He also said that CTDC is committed to developing solar power application markets in China, Europe and the United States and to becoming a reputable solar energy application solutions provider worldwide.
China Technology Development Group entered into Stock Purchase Agreement with CTSP in October 2009, to acquire 51% equity interests of CTSP to jointly develop a 100 megawatt on-grid solar farm project located in Qinghai Province, China. According the announcement of the BVI company, it is difficult to determine the fair value of the "Delingha 100 MW on-grid solar farm project", given the Chinese government has not determined the specific subsidies and incentives for on-grid solar energy applications for Qinghai Province. For this reason, the parties have achieved mutual agreement not to proceed with the acquisition.
Mr. Alan Li, Chairman and CEO of CTDC, said that both companies will benefit from strategic cooperation in respect of designing of and research on the grid-connected solar plant. He also said that CTDC is committed to developing solar power application markets in China, Europe and the United States and to becoming a reputable solar energy application solutions provider worldwide.
Friday, October 22, 2010
Novorossiysk Commercial Sea Port called Board of Directors Meeting to Consider PTP Acquisition
PJSC Novorossiysk Commercial Sea Port (NCSP) has called a meeting of its board of directors in order to consider convening an extraordinary meeting of shareholders to approve the terms of the proposed acquisition by NCSP of 100% of the participatory interests in Primorsk Trade Port LLC from Omirico Limited, which is the only shareholder of PTP (the “Primorsk Acquisition”). Omirico, a company incorporated under the laws of the Republic of Cyprus, is jointly controlled by JSC Transneft and by companies owned or controlled by Russian businessman Mr. Ziyavudin Magomedov.
The board of directors of NCSP is also to consider bank debt financing which it proposes to obtain in order to fund a portion of the purchase price payable for the Primorsk acquisition. Each of the Primorsk acquisition and the bank financing is mutually conditional on the other. It is a condition to the Transaction that Kadina Limited will sell to Omirico 100% of the issued shares of Novoport Holding Ltd., which holds 50.1% of the shares of NCSP. Both Kadina Limited and Novoport Holding Ltd. are incorporated in the British Virgin Islands and controlled by the current controlling beneficial shareholders of NCSP. If completed, the transaction would provide for the change of control of NCSP.
The board of directors of NCSP will also make a formal determination of the cash amount of the purchase price for the Primorsk Acquisition. The purchase price for the Primorsk Acquisition to be considered by NCSP's Board of Directors has been set by the independent appraiser at US$2.153 billion, assuming net debt of PTP of not greater than RUR 10.94 billion.
The Primorsk Acquisition (PTP) is an operator at the Port of Primorsk located on the Baltic Sea to the northwest of St. Petersburg. It is Russia's largest oil port, handling approximately 30% of Russia's oil exports and approximately 37% of oil exported via Russian seaports. The acquisition of PTP will be a transformational transaction for NCSP and, once completed, it will allow NCSP to significantly increase the scale of its operations, diversify its geographic presence, reduce the volatility of cargo volumes and gain access to new transport routes.
The board of directors of NCSP is also to consider bank debt financing which it proposes to obtain in order to fund a portion of the purchase price payable for the Primorsk acquisition. Each of the Primorsk acquisition and the bank financing is mutually conditional on the other. It is a condition to the Transaction that Kadina Limited will sell to Omirico 100% of the issued shares of Novoport Holding Ltd., which holds 50.1% of the shares of NCSP. Both Kadina Limited and Novoport Holding Ltd. are incorporated in the British Virgin Islands and controlled by the current controlling beneficial shareholders of NCSP. If completed, the transaction would provide for the change of control of NCSP.
The board of directors of NCSP will also make a formal determination of the cash amount of the purchase price for the Primorsk Acquisition. The purchase price for the Primorsk Acquisition to be considered by NCSP's Board of Directors has been set by the independent appraiser at US$2.153 billion, assuming net debt of PTP of not greater than RUR 10.94 billion.
The Primorsk Acquisition (PTP) is an operator at the Port of Primorsk located on the Baltic Sea to the northwest of St. Petersburg. It is Russia's largest oil port, handling approximately 30% of Russia's oil exports and approximately 37% of oil exported via Russian seaports. The acquisition of PTP will be a transformational transaction for NCSP and, once completed, it will allow NCSP to significantly increase the scale of its operations, diversify its geographic presence, reduce the volatility of cargo volumes and gain access to new transport routes.
Friday, October 15, 2010
CIC Energy enters into negotiations in respect of takeover proposal
British Virgin Islands-registered company CIC Energy Corp. made an announcement that it has agreed to enter into negotiations in respect of a proposal to acquire at least 51% and up to 100% of company's common shares, issued and outstanding, at a non-binding price of CDN$7.75 per share.
The non-binding takeover proposal was last month received by the BVI company from a multi-billion dollar conglomerate. The transaction would represent an approximate 170% premium to CIC Energy's unaffected closing price of CDN$2.87 on September 14, 2010.
CIC Energy has granted to the potential purchaser exclusivity to permit the completion of due diligence and the negotiation of a definitive binding acquisition agreement.
The company engaged Deutsche Bank Securities Inc. as its financial advisor to the Special Committee of the board of directors to assist in the assessment and negotiation of this transaction.
The BVI company did not give any assurances that it will enter into a definitive binding acquisition agreement with respect to the non-binding proposal.
The non-binding takeover proposal was last month received by the BVI company from a multi-billion dollar conglomerate. The transaction would represent an approximate 170% premium to CIC Energy's unaffected closing price of CDN$2.87 on September 14, 2010.
CIC Energy has granted to the potential purchaser exclusivity to permit the completion of due diligence and the negotiation of a definitive binding acquisition agreement.
The company engaged Deutsche Bank Securities Inc. as its financial advisor to the Special Committee of the board of directors to assist in the assessment and negotiation of this transaction.
The BVI company did not give any assurances that it will enter into a definitive binding acquisition agreement with respect to the non-binding proposal.
Monday, October 11, 2010
Fortis Global Healthcare acquires BVI and HK subsidiaries of Hong Kong-listed healthcare company
Fortis Global Healthcare Holdings Pte Ltd. has agreed to acquire healthcare businesses of Quality Healthcare Asia Limited. Fortis Global Healthcare will acquire 5 subsidiaries of Hong Kong-listed Quality Healthcare, including British Virgin Islands-registered companies Quality HealthCare Limited and Quality HealthCare Services Limited, and Hong Kong-registered companies Quality HealthCare Medical Holdings Limited, Quality HealthCare Medical Services and Portex Limited.
Quality Healthcare Asia is the largest private integrated healthcare service platform in Hong Kong, providing medical services and allied health services. Company's businesses acquired by Fortis Global Healthcare include a network of over 60 wholly-owned medical centres, over 500 affiliated clinics, over 40 dental and physiotherapy centres and a private nursing agency.
By words of the owners of Fortis Global Healthcare Malvinder Mohan Singh and Shivinder Mohan Singh, “Quality Healthcare is a premier healthcare brand in Hong Kong. It is also Hong Kong's leading private healthcare provider.” They also said that this acquisition is an important step in creating a premier pan-Asian healthcare business.
Quality Healthcare Asia is the largest private integrated healthcare service platform in Hong Kong, providing medical services and allied health services. Company's businesses acquired by Fortis Global Healthcare include a network of over 60 wholly-owned medical centres, over 500 affiliated clinics, over 40 dental and physiotherapy centres and a private nursing agency.
By words of the owners of Fortis Global Healthcare Malvinder Mohan Singh and Shivinder Mohan Singh, “Quality Healthcare is a premier healthcare brand in Hong Kong. It is also Hong Kong's leading private healthcare provider.” They also said that this acquisition is an important step in creating a premier pan-Asian healthcare business.
Saturday, October 2, 2010
IJM Corp Bhd sells its stake in BVI-registered joint venture
IJM Corp Bhd announced that it has sold its 30 per cent stake in the British Virgin Islands-incorporated company Don Sahong Power Co Ltd (DSPC) to Mega First Corp Bhd for RM4.15 million. DSPC was a 30:70 joint venture company between IJM and Mega First to develop and operate the Don Sahong hydroelectric project in Laos.
According to the statement of IJM Corp Bhd, the company will get RM994,449 from the disposal. It was said that the consideration was arrived at on a willing-buyer-willing-seller basis after taking into account the time spent and cost incurred by it since 2008 in the project.
According to the statement of IJM Corp Bhd, the company will get RM994,449 from the disposal. It was said that the consideration was arrived at on a willing-buyer-willing-seller basis after taking into account the time spent and cost incurred by it since 2008 in the project.
Wednesday, September 29, 2010
BVI holding company provides update to its arrangement with Afren plc
British Virgin Islands-domiciled exploration company Black Marlin Energy Holdings Limited has announced that on September 21, 2010 it received the approval of the majority of Afren shareholders for the proposed acquisition of Black Marlin by Afren. Earlier this year, the BVI holding entered into a definitive agreement with Afren plc, providing for this acquisition. Upon completion of the arrangement, Black Marlin is to become a wholly-owned subsidiary of Afren, pursuant to a scheme of arrangement under the law of the British Virgin Islands.
Black Marlin also provided an update to the Arrangement to the shareholders of the BVI company.
The final court hearing to approve the arrangement is expected to be held on October 6, 2010, and the arrangement is expected to take effect from October 8, 2010. On the effective date, the shares of the Black Marlin Energy will be delisted from the TSXV. In addition, Black Marlin intends to close the register of shareholders maintained by Olympia Trust Company after close of business on the business day prior to the effective date.
Black Marlin also provided an update to the Arrangement to the shareholders of the BVI company.
The final court hearing to approve the arrangement is expected to be held on October 6, 2010, and the arrangement is expected to take effect from October 8, 2010. On the effective date, the shares of the Black Marlin Energy will be delisted from the TSXV. In addition, Black Marlin intends to close the register of shareholders maintained by Olympia Trust Company after close of business on the business day prior to the effective date.
Wednesday, September 22, 2010
BVI-registered company acquires 9.7 percent of Bank of Cyprus
On September 21, Bank of Cyprus announced that British Virgin Islands-registered company Odella Resources had raised its stake in the bank to 9.7 percent, by acquiring shares from the bank's employee pension funds and on the market. The BVI company had acquired 7.50 percent of the bank at 4.90 euro per share from the bank's employee pension funds, and the rest amount of shares on the Athens and Cyprus stock exchanges at an average price of 4.07 euro per share.
According to the statement of the Bank of Cyprus, BVI-registered Odella Resources is owned by a Cypriot trust with foreign interests. The new shareholders who have no other banking-related interest have expressed their confidence in the prospects of the bank, which is actually the largest in Cyprus, with presence in Greece and expanding presence in eastern Europe and Russia.
After Tuesday's transaction with Odella Resources, the bank's employee provident funds had reduced their shareholding from 7.6 percent to 0.1 percent.
The Bank of Cyprus also had been notified the pension funds have also entered into an agreement to sell 29,400,000 nil-paid rights to Odella Resources at an average price of 0.8286 euro per right, which corresponds to 8,400,000 new shares upon their exercise.
According to the statement of the Bank of Cyprus, BVI-registered Odella Resources is owned by a Cypriot trust with foreign interests. The new shareholders who have no other banking-related interest have expressed their confidence in the prospects of the bank, which is actually the largest in Cyprus, with presence in Greece and expanding presence in eastern Europe and Russia.
After Tuesday's transaction with Odella Resources, the bank's employee provident funds had reduced their shareholding from 7.6 percent to 0.1 percent.
The Bank of Cyprus also had been notified the pension funds have also entered into an agreement to sell 29,400,000 nil-paid rights to Odella Resources at an average price of 0.8286 euro per right, which corresponds to 8,400,000 new shares upon their exercise.
Wednesday, September 15, 2010
CIC Energy receives takeover proposal from Indian company
CIC Energy Corp., a British Virgin Islands-registered company engaged in the exploration, development and operation of coal properties in Southern Africa, and trading on the stock exchanges of Toronto and Botswana, announced that it has received a takeover bid from an unidentified Indian conglomerate. In the takeover proposal, the Indian company offered an “indicative price of US$8.50 per share” for each of BVI company's shares, and with almost 52.6 million shares of CIC Energy this would make US$447 million. This is almost three times higher than the market value of the BVI company, which is around US$166.4 million by this day.
It is said in the press-release of CIC Energy that, along with the other terms and conditions of the proposal, the price will be subject to negotiation and may change. The committee of independent directors is formed to evaluate the proposal.
According to CIC Energy, the unidentified Indian conglomerate, as well as the BVI company, has interests in coal mining and power generation.
It is said in the press-release of CIC Energy that, along with the other terms and conditions of the proposal, the price will be subject to negotiation and may change. The committee of independent directors is formed to evaluate the proposal.
According to CIC Energy, the unidentified Indian conglomerate, as well as the BVI company, has interests in coal mining and power generation.
Monday, September 6, 2010
China Mobile Communications to invest US$7.0m in BVI company
Taiwan-based mobile telecommunications company Far EasTone Telecommunications (FET) announced that it will invest US$7.0 million in British Virgin Islands-registered company Yuan Dong Technology, through its wholly-owned subsidiary FarEastern New Diligent Company also based in BVI.
The purpose of the investment is to acquire 55% stake in FarEastern New Century Information Technology (Beijing), which is wholly-owned subsidiary of Yuan Dong. FarEastern New Century Information Technology is a China-based developer of software and provider of IT system integration services, and this investment of Far EasTone Telecommunications is the first step of the telecom carrier to enter the Chinese market. FarEastern New Century will step into production of digital content in line with FET's cooperation with China Mobile Communications to provide value-added services for customers of China Mobile.
The purpose of the investment is to acquire 55% stake in FarEastern New Century Information Technology (Beijing), which is wholly-owned subsidiary of Yuan Dong. FarEastern New Century Information Technology is a China-based developer of software and provider of IT system integration services, and this investment of Far EasTone Telecommunications is the first step of the telecom carrier to enter the Chinese market. FarEastern New Century will step into production of digital content in line with FET's cooperation with China Mobile Communications to provide value-added services for customers of China Mobile.
Monday, August 30, 2010
Columbus Energy sold its 5% stake in BVI-registered Columbus Oil and Gas
Canada-based company Columbus Energy Limited entered into agreement according to which it sells its interest in British Virgin Islands-registered company Columbus Oil and Gas to Robert Charles Laslett, for a cash payment of US$42,500 and US$2,975,000 in royalty payments. The transaction is subject to regulatory approval.
Columbus Energy Limited was the owner of 5% interest in Columbus Oil and Gas, which was purchased in July 2007 for cash payment of US$1,100,000, and Mr. Laslett is the majority shareholder in the BVI company. Columbus Oil and Gas (BVI) has a 100% interest in Columbus (Tunisia) Oil and Gas, Inc. incorporated under the Tunisia law.
Columbus Energy Limited was the owner of 5% interest in Columbus Oil and Gas, which was purchased in July 2007 for cash payment of US$1,100,000, and Mr. Laslett is the majority shareholder in the BVI company. Columbus Oil and Gas (BVI) has a 100% interest in Columbus (Tunisia) Oil and Gas, Inc. incorporated under the Tunisia law.
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