Talon Metals Corp., the British Virgin Islands-registered TSX-listed company focused on the exploration and development of its iron projects in Brazil, reported its financial results for the year ended December 31, 2012. In this year, company’s net loss was US$18.4 million or $0.20 per share – basic and diluted. Capitalized exploration cost on the Trairão Iron Project amounted to US$2.6 million, as compared to US$13.5 million for the previous year period ended December 31, 2011. Total capitalized exploration cost on this project amounts to US$16.6 million to the end of the year 2012.
The BVI company had an impairment loss of US$11.2 million on its investment shareholding in Tlou Energy, which is an unlisted public Australia-based coal bed methane exploration company. Talon holds the majority of this company’s shares, and the impairment loss was based on Talon’s assessment of the fair value of its interest in Tlou Energy, taking into account primarily the market approach. At the beginning of the year, the Company’s investment in Tlou Energy amounted to $19.6 million. The recognition of the impairment loss of $11.2 million, together with the Company’s share of loss in Tlou Energy of $2.3 million for the year, resulted in a balance for the Company’s investment in Tlou Energy at December 31, 2012 of $6.1 million.
E-House (China) Holdings Limited, leading real estate services company in China, has recently completed its new share issuance to the management team. As a result of this transaction, E-House issued 17,790,125 of its ordinary shares to the British Virgin Islands-registered company Kanrich Holdings Limited, which is owned by the key members of Chinese company’s management, for an aggregate purchase price of approximately US$62.6 million.
Upon completion of the transaction, the E-House management team receives combined stake in the company of approximately 31 per cent, thus becoming its largest shareholder as a group.
All the proceeds from the share issuance to the BVI company are to be used for repurchasing E-House’s ADS on the open market. The shares issued to Kanrich are subject to a 12 month lock-up period. This does not apply to the share charge created by Kanrich for the benefit of a third-party lender, which to the knowledge of the Company, entered into a margin loan facility agreement and related share and account charge with Kanrich to provide financing for the purchase of the new shares of the Company.
Simcere Pharmaceutical Group, a leading pharmaceutical company specializing in the development, manufacturing, and marketing of branded and proprietary pharmaceuticals in China, announced that its Board of Directors has received a non-binding proposal letter from Mr. Jinsheng Ren, BVI-registered company New Good Management Limited, controlled by Mr. Jinsheng Ren, and Assure Ahead Investments Limited and its affiliates (the Buyer Group), for the acquisition of all the outstanding ordinary shares of Simcere that are not currently owned by the Buyer Group. It is proposed that the shares would be purchased for US$9.56 per American Depositary Share, or US$4.78 per ordinary share.
For the purpose of pursuing the proposed transaction, the Buyer Group will form a transaction vehicle. The transaction is planned to be financed with a combination of debt and equity capital.
The Board of Directors of Simcere Pharmaceutical Group has formed a special committee of independent directors to consider the proposed transaction.
Hollysys Automation Technologies, Ltd., a BVI-registered company providing automation and control technologies and solutions in China, has signed a stock purchase agreement for the acquisition of full ownership of Bond Corporation Pte. Ltd. and its group of companies. Bond Corporation Pte. Ltd. is a holding company registered in Singapore and having strong presence in Southeast Asia, providing complete mechanical and electrical solutions in design, engineering, procurement, project management, construction and commissioning, and maintenance to a wide array of industries. Company’s subsidiaries are Bond M&E Pte. Ltd. incorporated in Singapore, and Bond M&E Sdn. Bhd. and Bond M&E (K.L.) Sdn. Bhd. incorporated in Malaysia.
The total consideration for the acquisition is cash and stock combination, aggregating an equivalent of approximately US$73 million, and including a two-year incentive program if Bond meets certain performance targets. Under the terms of the stock purchase agreement, the BVI company will pay a fully refundable cash deposit of US$ 16.39 million within one month, and an additional US$ 5.51 million within 6 months and US$ 14.6 million within 18 months after signing the agreement.
After closing the transaction, Hollysys will issue its ordinary shares worth US$ 14.60 million (40% of total share consideration) to the shareholders of Bond. They will also receive Hollysys ordinary shares worth US$ 10.95 million (30% of total share consideration) as incentive shares in each of the next two fiscal years if Bond’s US-GAAP audited net income equals or exceeds US$ 8.81 million and US$ 10.57 million for fiscal years 2013 and 2014, respectively. The Bond shareholders will also receive additional ordinary shares, not more than 15 per cent of the total incentive shares, if Bond outperforms the mentioned targets.
Both parties have agreed upon the compensation and incentives to be received by the management team of Bond to maintain the team stability after the acquisition.