BGS Acquisition Corp. delists voluntarily from NASDAQ

BGS Acquisition Corp., a blank check company incorporated in the British Virgin Islands, initiated voluntary delisting of its ordinary shares, warrants and units from the NASDAQ Capital Market, in anticipation of the closing of the merger of BGS Acquisition with BGS Acquisition Subsidiary, Inc., a wholly owned subsidiary of BGS, which is to take place on or about November 22, 2013.

For this purpose, the BVI company notified NASDAQ of its intent to file a form 25 with the Securities and Exchange Commission on or about November 20, 2013, following the expiration of the Tender Offer. The official delisting will be effective ten days after BGS files the Form.

As described previously, BGS entered into an Amended and Restated Merger and Share Exchange Agreement with BGS Acquisition, BGS Merger Subsidiary, Inc., an indirect, wholly owned subsidiary of BGS, Black Diamond Holdings LLC, Black Diamond Financial Group, LLC and TransnetYX Holding Corp., pursuant to which BGS would merge with and into BGS Acquisition, with BGS Acquisition as a surviving company. Also, upon the transaction, TransnetYX would merge with BGS, the last one surviving and taking the name of TransnetYX.

Canadian company provides update on reorganization transaction

Canada-based Concordia Resource Corp., listed on TSX stock exchange, has issued an update on its corporate reorganization transaction which had been announced on October 1, 2013, and is aimed to transform it into the company focusing on high-technology exploration.

The company announced that the transaction has proceeded in due course. The Plan of Arrangement that is now to be approved by security holders will give effect to the previously announced 5:1 share consolidation, and the spin-out of the Company's Providencia and Cerro Amarillo properties and an estimated $5 million, into its newly incorporated subsidiary Meryllion Resources Corporation.

Being completed, the transaction would consolidate full ownership of the Ebende Ni-Cu-Co-PGM Project in the Democratic Republic of Congo, and give Concordia access to geophysical technology cluster of HPX TechCo - a company incorporated under the laws of the British Virgin Islands. As a result of the transaction, 85 per cent of the common shares of the Canadian company would be owned by the BVI-registered HPX TechCo, indirectly controlled by Robert Friedland, a resident of Singapore.

China’s advertising group receives “going private” proposal from BVI companies

Charm Communications Inc., a leading advertising agency group in China with particular focus on TV and internet, announced that it has received a preliminary non-binding proposal letter from Mr. He Dang, the chairman of company’s board of directors, Merry Circle Trading Limited, a British Virgin Islands-registered company controlled by Mr. Dang, another BVI company, Honour Idea Limited, owned by Mr. Dang, and  CMC Capital Partners HK Limited.

According to the proposal letter, dated September 30, 2013, the companies are to acquire all of the outstanding shares of Charm Communications, which are not currently owned by the above named BVI companies, in what should be a “going private” transaction, at a price of US$4.70 per ADS of the Chinese company, or US$2.35 in cash per Class A ordinary share of the company, and US$2.35 in cash per Class B ordinary share of the Company.

The company’s board of directors has formed a special committee of independent directors to consider the preliminary proposal. The committee intends to retain advisors to assist in the evaluation of the proposal.

Yongye International signed Merger Agreement with BVI- and Cayman Islands-based companies

Yongye International, Inc., a NASDAQ-listed Chinese company engaged in development, manufacturing and distribution of crop nutrient products in the PRC, entered into an Agreement and Plan of Merger with Full Alliance International Limited, incorporated in the British Virgin Islands, Yongye International Limited, a Cayman Islands exempt company with limited liability, and Nevada-based Yongye International Merger Sub Limited, which is wholly-owned direct subsidiary of the Cayman Islands company.

Under the terms of the merger agreement, Nevada corporation will merge with and into Yongye International, Inc., the last one continuing as the surviving corporation and a wholly-owned subsidiary of the CI-based Yongye International Limited. Each of the common stock shares of the Chinese company will be converted into the right to receive US$6.69 in cash without interest, except for shares owned by the BVI-registered Full Alliance International Limited, Cayman Islands-registered Yongye International Limited and Nevada-incorporated Yongye International Merger Sub Limited.

In connection with the merger transaction, Yongye International Limited has secured senior debt financing of up to $214 million from China Development Bank Corporation, Inner Mongolia branch and mezzanine debt financing for the merger of US$35 million from Lead Rich International Limited.

The transaction is expected to close before the end of the first fiscal quarter of 2014. The Board of Directors of Yongye International, Inc., acting upon the unanimous recommendation of a special committee of the Board of Directors, approved and adopted the merger agreement and has recommended that the company's stockholders vote to approve it. Upon completion of the merger, Yongye International, Inc. will become a privately held company and its shares will be delisted from the NASDAQ Global Market.

BVI company shareholders approved time extension for business combination

Last week, BGS Acquisition Corp., the BVI-incorporated company that had entered into merger agreement with Black Diamond Holdings LLC, announced the  results of its shareholder meeting, which was held on September 13, 2013.

BVI company’s shareholders approved an amendment to the Memorandum and Articles of Association, extending the date of completing the business combination with TransnetYX Holding from September 26, 2013 to November 26, 2013. The extension was previously approved by the Board of Directors of BGS Acquisition.

Cesar Baez, BGS Acquisition’s President and Chief Executive Officer, said in his comments, "We are pleased that shareholders granted us additional time to consummate our intended initial business combination with TransnetYX Holding Corp."

The Extension Tender Offer commenced on August 23, 2013 and will expire on September 23, 2013.  The tender offer to be issued in connection with the consummation of the proposed business combination with TransnetYX Holding Corp. has not yet commenced.

Camelot Information Systems Inc. signed Merger Agreement with BVI companies

Camelot Information Systems Inc., the Chinese company providing enterprise application and financial industry information technology services, entered into a definitive Agreement and Plan of Merger with Camelot Employee Scheme Inc., a limited liability company domiciled in the British Virgin Islands and owned by Chinese company’s Chairman and Chief Executive Officer Mr. Simon Yiming Ma, and Camelot Employee SubMerger Scheme INC., another BVI-incorporated limited liability company, which is wholly-owned subsidiary of Camelot Employee Scheme Inc. 

Under the terms of the merger agreement, Camelot Employee Scheme Inc. will acquire Camelot Information Systems for US$0.5125 per ordinary share of the Chinese company or US$2.05 per American Depositary Shares, each representing 4 shares. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$98.2 million, on a fully diluted basis.

At the time of the merger, Employee SubMerger Scheme INC. will merge with Camelot Information Systems, the last one continuing as the surviving corporation and a wholly owned subsidiary of the BVI-based Camelot Employee Scheme Inc.

The Merger Agreement and the Merger was approved by the board of directors of Camelot Information Systems, and it was recommended that the company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The deal is currently expected to close in early 2014. If completed, the Merger will result in the Chinese company becoming a privately held company, its ADSs being delisted from the NYSE.

BVI company entered into amended agreement with Black Diamond Holdings

BVI-registered company BGS Acquisition Corp., formed for the purpose of acquiring or merging with an operating business in the United States or Latin America, had entered into an amended and restated merger and share exchange agreement with Black Diamond Holdings LLC.

Previously, the BVI company signed definitive agreement to complete business combination with Black Diamond Holdings, the US-based holding company with assets in a number of sectors, including majority stake in TransnetYX Holding - a Delaware corporation formed in 2002 to develop an automated genotyping platform and provide genotyping testing services to biotechnology and medical researchers. The purpose of the amended and restated agreement is to provide for a business combination exclusively with TransnetYX Holding.

TransnetYX Holding has two wholly owned operating subsidiaries, - TransnetYX, Inc., a molecular diagnostics company that employs a novel automated genotyping platform, and Harmonyx Diagnostics, Inc., which focuses mainly on genetic application rather than discovery, and processes human patient samples for pharmacogenomic purposes.

In connection with the transaction, TransnetYX Holding shareholders will receive 8,000,000 shares of BGS common stock, and up to $15,000,000 in cash, part of which may be satisfied with shares of BGS common stock. Also, BGS Acquisition will redomiciliate to Delaware. Since BGS may not be able to complete the business combination prior to September 26, 2013, it has been determined by BGS’ board of directors to extend the termination date until November 26, 2013.

Chinese medical company’s shareholders establish BVI company for share acquisition purposes

Concord Medical Services Holdings Limited, a specialty hospital management solution provider company that operates the largest network of radiotherapy and diagnostic imaging centres in the PRC, announced that the company’s Chairman and CEO, Mr. Jianyu Yang, and its director, President and COO, Mr. Zheng Cheng, together with some other shareholders, have entered into the Share Purchase Agreements. 

Concord Medical informed that pursuant to these Share Purchase Agreements, Mr. Yang and Mr. Cheng have agreed to incorporate a British Virgin Islands company, which will purchase 37,064,808 ordinary shares and 4,660,976 American Depository Shares, each of them representing 3 ordinary shares of the Company, from certain other shareholders for a purchase price of US$6.10 per American Depositary Share, and an aggregate purchase price of US$103,797,063.21.

It is expected that, upon the closing of this acquisition transaction, Mr. Yang and Mr. Cheng will increase their aggregate beneficial ownership in the Company to approximately 48.0%.

Bontan corporation changed its name and redomiciled to BVI

Bontan Corporation Inc. announced that its application to move its jurisdiction of incorporation from Canada to the British Virgin Islands has been approved, and now the company will continue functioning as a BVI corporation under the new name Portage Biotech Inc.

On June 4, 2013, when Canadian company completed share exchange agreement with shareholders of the BVI-registered Biotech corporation Portage Pharma Limited, it was announced that the board of directors of Portage is comprised of Dr. Declan Doogan, Dr. Gregory Bailey, Mr. James Mellon and Mr. Kam Shah. Dr. Doogan is the new Chief Executive Officer, Mr. Shah is the Chief Financial Officer and Dr. Bailey is the Chairman of the Board.

In accordance with the terms of share exchange agreement, Portage Pharma Ltd. is an operating subsidiary of Portage Biotech Inc. Portage Pharma holds an exclusive licence in non-oncology fields under patents granted in the USA, Australia, Israel and New Zealand and patents applied for in Japan and Canada.

Portage Biotech continues to have reporting obligations under the Ontario Securities Act and under the US Securities and Exchange Act as a foreign reporting issuer. It will continue to trade on the OTCB Board. The redomiciled company is now in the process of filing the necessary documents with Financial Industry Regulatory Authority to register its new name, trading symbol and industry code.

Canadian company acquires BVI-based holding group

Canada-based KWest Investment International Ltd. announced that it had signed Letter of Intent to acquire Fuhuiyuan International Group (Holdings) Limited, a newly formed trading company registered in the British Virgin Islands. Under the terms of the Letter of Intent, KWest shall issue to Fuhuiyuan International's shareholders an aggregate of 7,500,000 shares of its common stock, in exchange for all the outstanding shares of common stock of the BVI company. With the signing of the Letter of Intent, KWest will change its name to "Fuhuiyuan International Holdings Limited". 

Fuhuiyuan International has recently entered into an agency agreement with Qingdao Fuhuiyuan Investment Co. Ltd., by terms of which it was appointed to act as its international agent to sell Qingdao Fuhuiyuan's products, including cosmetics, jewelry, dresses, bags and shoes, to collect payments made by overseas customers on behalf of Qingdao Fuhuiyuan, and oversee all related activities and expenditures. Also, duties of the BVI company will include overseas transportation, customs declaration, customs clearance and payment of taxes.

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.