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, willÂ 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,Â 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.
LJ International Inc., a company manufacturing and distributing jewelry products, announced its financial results for the first six months ended June 30, 2007. The company reported revenues of $67.16 million â€“ that is 34% higher than in the first six months of 2006, when companyâ€™s revenues were $50.10 million. Net income for the first half of 2007 was $1.83 million, or $0.08 per fully diluted share â€“ that is up 60% from $0.95 million in the same period of 2006.
As reported by the company, the rise of revenues in the first half of 2007 was mainly due to the growth of LJâ€™s ENZO retail division, which has 93 retail stores across China. Also, primarily as a result of BVI compnyâ€™s higher-margin ENZO revenue mix, LJâ€™s overall gross profit in the first six months of 2007 rose to $19.32 million, or 29% of revenues, from $13.10 million, or 26% of revenues, in 2006.
BVI incorporated LJ International reported general, selling and administrative expenses for the first six months of 2007 in the amount of $15.06 million, up from $10.90 million in the first six months of 2006. The reason for this growth of expenses were increased advertising, rental, staffing and other costs on ENZOâ€™s store chain, and higher corporate-level expenses, including legal and professional advisory services.
Euro Tech Holdings Company, which is domiciled in the British Virgin Islands and engaged in manufacturing and distribution of analytical and testing equipment, published the interim results for the six months period ended June 30, 2007.
For this period, company’s revenues were $12,168,000, – a 2% decrease as compared to $12,404,000 for the same period of 2006. The reason for the decrease was probably further sales drop from distribution of foreign suppliers’ products, as more key suppliers sell their products directly in China.
Euro Tech reported however an increase in engineering revenues, contributed in the majority owned subsidiaries, – BVI registered Pact Asia Pacific Ltd. and Yixing Pact Environmental Technology Company Ltd. – the companies collectively known as â€œPACT Engineeringâ€ and engaged in the water and wastewater treatment solution business.
In the six months ended June 30, 2007, Euro Tech’s net profit was approximately $92,000. Net operating loss made about $73,000 for the six months ended June 30, 2006. The company reported total cash and cash equivalent as of June 30, 2007 in the amount of $11,441,000,Â compared to approximately $9,160,000 as of December 31, 2006. Principal reasons for the increase were proceeds from the exercise of stock options by company management and employees.
On December 14, 2007 the BVI-registered telecommunications company OpenTV Corp made an announcement that it entered into a letter agreement with Nigel (Ben) Bennett, pursuant to which Mr. Bennett was promoted, effective August 29, 2007, to the position of Executive Vice President, Chief Operating Officer of OpenTV Corp. Additionally, Mr. Bennett agreed to serve, on an interim basis, as the Company’s Acting Chief Executive Officer.
The agreement with Mr. Bennett provides for an initial term of employment of one year, (starting from August 29, 2007), and will renew each time for additional one year terms unless terminated.
Under this agreement, Mr Bennett is to receive annual salary of $400,000 with a target bonus amount established by the company’s compensation and Nominating Committee. On the date the letter agreement was signed, the BVI company granted to Mr. Bennett 150,000 restricted Class A ordinary shares.
Also, on that day OpenTV Corp granted 70,000 of restricted Class A ordinary shares to its Chief Financial Officer, Shum Mukherjee, and 48,750 shares were granted to the company’s General Council MarkÂ Beariault.
All the above awards were made pursuant to the OpenTV 2005 Incentive Plan, and are subject to the terms and conditions of a Restricted Share Agreement.