Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover

Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.

Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.

Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.

Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.

Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.

Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.

Hallwood Group received acquisition proposal from its BVI-based shareholder

The Hallwood Group Incorporated, based in Delaware, announced that it received a proposal from Hallwood Financial Limited, a company domiciled in the British Virgin Islands, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at US$10.00 per share.

Hallwood Financial Limited owns 65.7% of the outstanding shares of the Hallwood Group Incorporated, and is controlled by the company’s Chief Executive Officer.

A special committee, consisting of Hallwood Group’s independent directors, was formed to consider and negotiate the proposal and to make a recommendation to the full Board of Directors. The special committee is empowered to retain its own independent legal and financial advisors to assist in its review and negotiation of the proposed transaction.

Pansoft completes merger with BVI companies

In the end of October, BVI-registered Pansoft Company Limited filed its merger agreement and the related board resolutions with the Corporate Registry of British Virgin Islands, to complete the merger with other BVI companies Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited. The agreement and the plan of merger were approved by the shareholders of Pansoft Limited, at the extraordinary meeting held on September 26, 2012.

The merger will become effective upon the completion of the merger registration with the BVI Corporate Registry, which should be confirmed during a week. After merger, Pansoft intends to commence the payment of merger considerations to its stockholders.

As a part of the merger registration process with the BVI Corporate Registry, independent directors of the Board of Directors of Pansoft were required to resign. Their resignations were accepted, being effective as of October 23,2012.

BVI company entered into merger agreement with China Growth Equity Investment Ltd.

China Growth Equity Investment Ltd., a special purpose acquisition company registered as Cayman Islands exempt company and listed on the Nasdaq, entered into a definitive merger agreement with China Dredging Group Co., Ltd - a limited liability company, registered in the British Virgin Islands and based in China, and with Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. By terms of the agreement, China Growth is to merge with China Dredging Group, and to acquire Pingtan Fishing. 

The combined entity will be renamed into Pingtan Marine Enterprise Ltd. Upon completion of the merger and the acquisition, the founder, Chairman and controlling shareholder of China Dreedging Group and Pingtan Fishing, Xinrong Zhuo, will become the chairman of the merged company.

China Dredging Group is a BVI holding company, focused on providing dredging services in China through its Chinese subsidiary. Pingtan Fishing is a rapidly growing fishing company, providing quality seafood in China.

Upon completion of the transaction, China Growth shareholders will own approximately 7.75% of the outstanding ordinary shares of the combined company. After the closing, China Growth will have approximately 78,962,376 ordinary shares outstanding, valuing the company at approximately $783 million. 

The business combination is subject to the approval of shareholders of China Growth Equity, and is expected to be completed in the first quarter of 2013.

Xuesong Song, China Growth's board chairman, said in his comments on the transaction: "CGEI's combination with CDGC and Pingtan Fishing is the culmination of our search for a successful company with a proven track record of profitability and attractive growth prospects… We believe that CDGC's highly profitable dredging business represents a unique opportunity as one of the largest dredging providers in China. Pingtan Fishing provides the combined company with a strong and fast growing platform in a fragmented industry."

Gushan Environmental Energy announced completion of Merger with BVI company

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

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

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

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

Pansoft shareholders on a special meeting approve merger agreement

British Virgin Islands-registered Pansoft Company Limited announced the completion of extraordinary meeting of stockholders for the fiscal year ended June 30, 2012, during which the adoption of the agreement and plan of merger was voted and approved, as well as the transactions contemplated by the merger agreement, including the merger. The merger agreement was signed in May, 2012, by Pansoft and two other BVI companies – Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited.

During this Special Meeting, 72.08% of the total outstanding shares of Pansoft exercised their voting rights. Of the voted shares, 3,915,156 voted ‘For’ (99.88%), while 4,551 (0.12%) voted ‘Against’ the above merger proposal. As a result, the Special Committee and Board of Directors of Pansoft have declared that the agreement of merger is adopted.

After this merger, Pansoft becomes privately held company, and its shares will no longer be listed on the NASDAQ Capital Market. Public shareholders of the BVI company will receive cash payments in the amount of US$4.15 per share in return for their shares.

Completion of acquisition transaction between CIC Energy and Indian company

In September, CIC Energy Corp., BVI-based company engaged in the advancement of the Mmamabula Energy Complex at the Mmamabula Coal Field in Botswana, Africa, announced the completion of its acquisition of by Jindal Steeel & Power (Mauritius) Limited, a wholly-owned subsidiary of India's steel producer Jindal Steel and Power Limited.

The acquisition was completed pursuant to the merger of CIC Energy and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal, under the terms of which Jindal BVI remains the surviving entity. Common shares of CIC Energy Corp. are expected to be formally delisted from the TSX Venture exchange and the Botswana Stock Exchange three business days following the filing of certain final documentation with the TSX. 

The binding merger agreement among CIC Energy, Jindal and Jindal BVI was signed in July 2012, and according to it the holders of the outstanding shares of CIC Energy are to receive cash consideration of CDN$2.00 per share, immediately prior to completion of the merger transaction.

Gushan Environmental Energy amends agreement with BVI company

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

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

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

Mobile Internet company’s holder announces lock-up

NQ Mobile Inc., a global provider of mobile Internet services, announced that its substantial holder, the British Virgin Islands-incorporated company RPL Holdings Limited, agreed to a two-year voluntary lock-up. That means that it will not sell any of its holdings until September 2014.

RPL is owned and controlled by the three founders of NQ Mobile, Dr. Henry Yu Lin, Dr. Vincent Wenyong Shi, and Mr. Xu Zhou. As of June 30, 2012, the BVI company held 50,352,941 Class B common shares of NQ Mobile, which represented approximately 21.2 per cent of NQ Mobile’s outstanding common shares. Also, Dr. Henry Yu Lin and Dr. Vincent Wenyong Shi have agreed not to sell during the lock-up period any other NQ Mobile shares, including shares underlying stock options held by them, totalling 5.35 million Class B common shares assuming exercise of all the outstanding options.

BVI company receives “going private” proposal and forms special committee

LJ International Inc., a NASDAQ-listed company incorporated in the British Virgin Islands, engaged in retail and wholesale of jewellery, received a preliminary, non-binding proposal letter from Mr. Yu Chuan Yih, Chairman of the Board of Directors, President and Chief Executive Officer of the BVI Company, and Urban Prosperity Holding Limited, an affiliate of FountainVest Partners, for the acquisition of all of the outstanding ordinary shares of the company (except for 11% of shares currently owned by Mr. Yih), at a proposed price of US$2.00 per ordinary share, in cash.

According to the proposal letter, an acquisition vehicle is to be established for the purpose of pursuing the transaction. The Board of Directors of LJ International has formed a special committee consisting of three independent disinterested directors, which task is to appoint an independent financial advisor and legal counsel to assist it in its work. The special committee has not made any decisions and has not set a definitive timetable for the completion of its evaluation of the proposal.

Yucheng Technologies Limited signs merger agreement with BVI companies

BVI-based Yucheng Technologies Limited entered into an agreement and plan of merger with New Sihitech Limited, wholly-owned by Yucheng’s Chairman and CEO Mr. Weidong Hong, and with New Sihitech Acquisition Limited, wholly-owned by the the New Sihitech Limited. Both companies are registered in the British Virgin Islands. 

Under the terms of the merger agreement, each of the ordinary shares of Yucheng Technologies will be cancelled in exchange for the right to receive US$3.90 in cash, without interest, with some exceptions.

BVI-based New Sihitech Limited intends to finance the merger through a combination of proceeds in the amount of US$48 million from an exchangeable notes subscription agreement with affiliates of China Everbright Investment Management Ltd., and an equity commitment of US$3.594 million by Mr. Hong.

The close of the merger is anticipated before the end of the fourth quarter of 2012. When the merger will be completed, Yucheng Technologies will become a privately-held company, and its shares will be delisted from the NASDAQ Global Select Market.

Alphamin and its BVI subsidiary acquires 100% control of exploration project in Congo

Alphamin Resources Corp., the Canadian company focused on mineral exploration in America and listed on Toronto Stock Exchange, announced that it and its British Virgin Islands subsidiary Alphamin BVI acquired an additional 20% of Mining and Processing Congo Sprl, by the issuance of 19,335,747 Alphamin shares. This acquisition, made under the agreement with Kivu Resources Ltd., which was signed in March 18, 2011, will increase Alphamin BVI’s ownership of Mining and Processing Congo to 90%.

Also, Alphamin and Alphamin BVI have entered into an agreement with Kivu to acquire the final 10% of Mining and Processing Congo. Under this agreement, the BVI company will own all of the issued shares of Mining and Processing Congo, in consideration for the issuance of additional 9,664,253 shares to Kivu. As a result of both transactions, an aggregate 29,000,000 shares are to be issued, and Alphamin will have 103,444,571 shares issued and outstanding.

Mining and Processing Congo is the owner of the licences on the exploration of the Bisie Tin Project in the Democratic Reoublic of the Congo.

BVI corporation merges with India-based Jindal Steel and Power Limited

BVI-registered CIC Energy Corp. has entered into a binding merger agreement with Jindal Steel & Power (Mauritius) Limited, a wholly owned subsidiary of India's steel producer Jindal Steel and Power Limited, and Jindal (BVI) Ltd., a wholly-owned subsidiary of Jindal.

By terms of the merger agreement, CIC Energy will merge with Jindal BVI, and the last one will remain the surviving entity. Upon completion of the transaction, the holders of the outstanding shares of CIC Energy will receive CDN$2.00 per share. The consideration values total equity of the BVI corporation at approximately CDN$116.0 million on 58.0 million shares.

Jindal Steel and Power Limited, the Indian company listed on the National Stock Exchange and the Bombay Stock Exchange, has also significant presence in the mining, power generation and infrastructure sectors. The company is part of the US$15 billion diversified D.P. Jindal Group.

PetroKamchatka Plc announced farm-in agreement with BVI-based oil and gas exploration company

PetroKamchatka Plc, an international oil exploration company incorporated in Jersey, entered into a non-arms length farm-in agreement with East Siberian Resources Ltd., the company incorporated in the British Virgin Islands and managing oil and gas projects in the Krasnoyarsk region and on Sakhalin Island, Russia. The BVI company is 100% owned by the Alltech - a direct investment company, based in Russia.

Under the terms of the farm-in agreement, PetroKamchatka may earn up to 51% of the outstanding shares on fully diluted basis in two wholly-owned Cyprus subsidiaries of the BVI company – Elranio Holdings Ltd. and Lesona Holdings Ltd. Elranio is an indirect holder of 100% interest in an exploration and production license on the eastern coast of the Sakhalin Island. Lesona indirectly holds one oil production licence and one exploration and production licence located in Eastern Siberia.

PetroKamchatka intends to pursue a fund raising for approximately US$50 million, for full funding of the work program contemplated by the farm-in agreement and for general corporate purposes. The fund raise will be undertaken by a brokered private placement of common shares of the corporation at a market determined price.

Upon the execution of the farm-in agreement, PetroKamchatka intends to diversify its focus area from exploration in Kamchatka to exploration in Eastern Siberia and the Sakhalin region of Russia. Accordingly, the corporation will seek shareholder approval to change its name to “EastSiberian Plc”.