Archive for the ‘Merger agreements’ Category

BVI-domiciled CNC Development announced conclusion of exchange offer

Tuesday, December 22nd, 2009

CNC Development Ltd., a British Virgin Islands company formed as a result of business combination between InterAmerican Acquisition Group Inc. and BVI holding Sing Kung Ltd, made an announcement that all shareholders of Sing Kung who were not parties to the stock purchase agreement have subscribed to the exchange offer for CNC shares. As a result, BVI corporation becomes the owner of full stock of Sing Kung.

Also, the majority of CNC Preferred shareholders appointed by written resolution two new members to CNC’s board of directors – Steven Klein and David Miller, who are Partners with a privately held investment company Apple Core Holdings.

CNC Development has initiated a new business acquisition program, in accordance with it the BVI company is seeking to identify and acquire one or more profitable businesses with enterprise values from US$100 million to US$500 million. The company is also considering acquisitions of companies domiciled outside of China and not involved in the infrastructure or construction sectors. By words of Mr. Morro, Interim Chief Executive Officer of CNC, the company decided to expand the investment focus to other business areas because projected returns on private capital investments in the infrastructure and construction sectors in China have been dramatically reduced due to the recent increase in liquidity in the China market.

CNC also informed shareholders about the change in the trading symbols for its securities that was initiated in November 2009. The shares of the company are quoted on the OTCBB.

Posted in BVI company acquisitions, Merger agreements, Sales of shares, Share Exchange agreements | No Comments »

Talon Metals (BVI) announces financial results for the period ended September 30, 2008

Wednesday, November 19th, 2008

British Virgin Islands-registered mineral exploration company Talon Metals Corp. reported financial results for the period ended September 30, 2008. For the third quarter 2008 the company reported net loss in the amount of $4,185,194 or $0.16 per share (basic and diluted), while by the results for the second quarter 2008 its net earnings were US$1,023,538, or US$0.04 per share. The third quarter net loss also compares to earnings of $8,171 or $0.00 per share for the same period of 2007, and earnings in the amount of $8,476,072 or $0.31 per share for the first nine months of 2007.

Capitalized exploration for the three and nine month periods ended September 30, 2008, was $343,399 and $1,279,240 respectively, relating mainly to the Agua Branca and Sao Jorge projects. These amounts compare to  $307,415 and $1,364,137 respectively for the same periods of 2007.

By the end of the period ended September 30, $3 million loan of Talon Metals to another BVI corporation, Saber Energy Corp., was advanced to $6 million. Talon’s due diligence review of Saber is in progress, and both companies are planning to negotiate a pre-merger agreement on or before March 24 of the next year.

Posted in BVI company interim financial results, Credit agreements, Loans & Repayments, Merger agreements | 1 Comment »

Transmeridian’s CEO forms BVI company for $825 million worth buyout

Sunday, January 27th, 2008

Several weeks ago, the oil and natural gas company Transmeridian Exploration Inc., formed by Chief Executive Lorrie T. Olivier, and its BVI-registered subsidiary Trans Meridian International, Inc. (TMI) entered into a definitive merger agreement pursuant to which TMI, through its wholly owned subsidiary, will  make a tender offer of $3 per share, to purchase all of company’s outstanding shares of common stock.

The $3.00 per share cash consideration is 114% more than the $1.40 closing price of Transmeridian’s common stock on December 28, 2007, and implies an enterprise value of the company in the amount of approximately $825 million.

The purpose of tender offer is to acquire for cash as many outstanding shares of Transmeridian as possible, as a first step in a ‘going private’ transaction resulting in the BVI company acquiring the entire equity interest in Transmeridian. Actually, the merger agreement permits Transmeridian to solicit competing offers until the time when Trans Meridian is able to provide financing. The company may terminate the agreement in case it receives any superior proposals, and is not required to pay any termination or break-up fees to the BVI-based Trans Meridian International, except for reimbursement of expenses up to $3 million.

Also, Transmeridian has the right to terminate the agreement without liability at any time after January, 31, if the BVI company still has not secured financing. TMI may terminate the merger agreement at any time after February 29, 2008 if this condition is not satisfied. In either of these cases,  TMI would incur no liability to Transmeridian.

Transmeridian Exploration Incorporated is focused on acquisition and development of oil reserves in the Caspian Sea region. In July 2007, the company already announced the extension of exchange offer by its BVI subsidiary, in the amount of 290 million USD.

Posted in Merger agreements, Purchase offers | No Comments »