LJ International completed merger with Cayman Islands company

LJ International Inc., the British Virgin Islands-incorporated company engaged in jewellery retail and wholesale, announced the completion of the merger with the Cayman Islands exempt company with limited liability Flora Bloom Holdings, and a BVI business company Flora Fragrance Holdings Limited, wholly owned by the Cayman Islands company. The merger is contemplated by the previously announced agreement and plan of merger signed in the end of March, 2013, and was approved and authorized by LJ shareholders at an extraordinary general meeting of shareholders held on July 9, 2013.

According to the merger agreement, each ordinary share of LJ International has been cancelled for the right to receive US$2.00 without interest, except for the ordinary shares beneficially owned by Mr. Yu Chuan Yih, Mr. Peter Au, Ms. Ka Man Au, Mr. Hon Tak Ringo Ng, Mr. Yuin Chiek Lye, Ms. Vicky Chan, Mr. Zhicheng Shi, Primeon Inc., Hillside Financial and Shilin Investments, whose ordinary shares have been cancelled without the right to receive any consideration thereon from the Company.

LJ International has requested that trading of its ordinary shares on the NASDAQ Global Market be suspended. BVI company’s shares will be delisted from NASDAQ, and its registered securities will be deregistered effective in 90 days after the filing of Form 25 with the Securities and Exchange Commission.

BVI company announced acquisition of common shares of Ethiopian Potash Corp.

Premier African Minerals Ltd., the company incorporated in the British Virgin Islands and engaged in acquisition and development of mineral properties across Africa, especially in West and Southern Africa, acquired control over 120,000,000 common shares of Ethiopian Potash Corp., representing approximately 42% of the issued and outstanding common shares of the company. This acquisition is part of a series of transactions which include the acquisition by Ethiopian Potash of all of the issued and outstanding shares of G and B African Resources SARL and G and B African Resources Mali SARL, which hold certain exploration permits in Togo and in Mali from Premier African Minerals.

Acquisitions were approved by shareholders of Ethiopian Potash Corp. at an annual and special meeting held on June 30, 2013.

Chief Executive Officer of Premier African Minerals and Chairman and Chief Executive Officer of Ethiopian Potash Corp. George Roach indirectly controls 16,993,774 common shares, representing 14% of the issued and outstanding common shares immediately prior to the transactions. As a result of the acquisition transactions, George Roach may be considered to beneficially own or exercise control or direction over an aggregate of 136,993,774 Common Shares, representing approximately 56% of the Common Shares, calculated in accordance with applicable Canadian securities laws.

The securities of Ethiopian Potash Corp. were acquired by Premier African Minerals for investment purposes.

LDK Solar sold shares to BVI company

LDK Solar Co., Ltd., a leading vertically integrated manufacturer of photovoltaic (PV) products, announced that it had sold 25,000,000 newly issued ordinary shares to the British Virgin Islands-incorporated Fulai Investments Limited, wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong. In this transaction, the purchase price was US$1.03 per share, with an aggregate purchase price being US$25,750,000, pursuant to the terms and conditions of the share purchase agreement signed by the companies in April 2013.

LDK Solar, which headquarters and principal manufacturing facilities are located in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the People's Republic of China manufactures polysilicon, mono and multicrystalline ingots, wafers, cells, modules, systems, power projects and solutions. LDK Solar's office in the United States is located in Sunnyvale, California.

BVI-based blank check company acquires Black Diamond Holdings LLC

BGS Acquisition Corp., a blank check company formed in the British Virgin Islands for the purpose of acquiring or merging with operating businesses in the United States or Latin America, has entered into a definitive agreement with Black Diamond Holdings LLC. The purpose of the agreement with the US-based holding company is to complete a business combination and to acquire Black Diamond in all-stock transaction, which values Black Diamond at an equity value of US$400,000,000.

The execution of the definitive agreement with Black Diamonds allows the BVI company a three month extension to complete the business combination until September 26, 2013.

Black Diamond Holdings LLC is a diversified holding company having assets in a number of sectors, including mining, healthcare, and technology.

Hallwood Group Inc announced merger agreement with its BVI-incorporated shareholder

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.

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.

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.

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.

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.

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."

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.

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.

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.

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.