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Playtech Limited acquired shares of Ash Gaming Limited
British Virgin Islands-based Playtech Limited, the international designer, developer and licensor of software and services for gaming industry, has acquired the whole issued share capital of Ash Gaming, one of the leading developers of interactive gambling and betting games. The shares were acquired for total cash consideration of up to £23 million, comprising initial consideration of £15.5 million and deferred contingent consideration of up to £7.5 million.
The acquired company is one of the online gaming industry's leading games content developers focused on the provision of games for online betting and gambling operators. The company employs more than 40 staff, of which the majority are game developers.
According to Playtech's press release, this acquisition enhances BVI company's wholly-owned content library and value chain economics, complements its technology leadership with additional premier content capability, and provides potential for revenue synergies, new opportunities and uplift in margins for casino/games platform. In financial year 2011, Ash Gaming broadened its distribution, and will continue to expand its product offering and operator network.
Chris Ash, founder and CEO of the acquired company, said in his comments: "The strategic rationale for Ash Gaming to combine its successful content with Playtech's industry leading offering was evident from the earliest of our discussions. The ability to deliver our content through further casino, bingo, poker, retail and mobile channels will enable the combined business to grow faster and deliver a greater variety of cross channel product to the operators."
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Canada-based GINSMS Inc. acquires BVI-controlled company
The Canadian company GINSMS Inc. announced that it has entered into an arm's length definitive share purchase agreement with Inphosoft Pte. Ltd., a private corporation incorporated under the law of Singapore and controlled by the British Virgin Islands-incorporated company One Heart International Limited, Wang Xian Xiang and Chin Siang Hui of Singapore, and Xu Hongwei of China, who together hold 91.79% of company's stock. Under the TSX Venture Exchange, the transaction will constitute a reverse take-over.
By terms of the agreement, GINSMS is to acquire all of the issued and outstanding shares of Inphosoft's wholly-owned subsidiary, Inphosoft Group Pte. Ltd., also incorporated under the law of Singapore, for total consideration of US$11.6 million. The transaction will constitute a reverse take-over of GINSMS under the policies of the TSX Venture Exchange. The consideration payable to Inphosoft will consist of US$1,100,000 in cash, and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million. Each debenture shall be issued for a term of three years.
GINSMS expects to complete the transaction by the end of March, 2012.
GINSMS Inc. may also complete a brokered private placement of up to US$500,000 in conjunction with the completion of the reverse take-over, to benefit from a waiver of the Exchange sponsorship requirement applicable to reverse take-overs.
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China GrenTech announces transaction with BVI- and Cayman Islands-based companies
China GrenTech Corporation Limited, China-based provider of radio frequency and wireless coverage products and services, entered into an agreement and plan of merger with Talenthome Management Limited, a company incorporated under the law of the British Virgin islands, and Xing Sheng Corporation Limited, which is a Cayman Islands company wholly owned by Talenthome Management Limited.
The BVI company is jointly owned indirectly by Mr. Yingjie Gao, Chairman and CEO of China GrenTech, by Ms. Rong Yu, company's director and Chief Financial Officer, and Ms. Yin Huang. They collectively beneficially own approximately 41.9% of the shares of China GrenTech, and intend to finance the merger through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited.
Under the terms of the merger agreement, Xing Sheng Corporation will be merged with and into China GrenTech, which will become a wholly-owned subsidiary of the BVI-registered Talenthome Management Limited. Also, each ordinary share of the Chinese company will be cancelled in exchange for the right to receive US$0.126 in cash without interest, except the ordinary shares owned by the group of buyers, and the shares owned by holders of such ordinary shares who have validly exercised and not effectively withdran or lost their appraisal rights.
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Exploration company acquires interest in BVI corporation
BVI-registered company Eco (Atlantic) Oil and Gas Ltd. entered into an agreement with Azimuth Ltd., an exploration and production company incorporated in Bermuda and jointly owned by Seacrest Capital Ltd. and Petroleum Geo-Services ASA. By terms of the agreement, Azimuth has subscribed for C$3 million of BVI company's private placement announced in December 2011.
Pursuant to this agreement, Azimuth will acquire 20% working interest in each of Eco Atlantic's offshore Namibia licenses, in return for funding 40% of the cost of 3D seismic surveys. The assignment of a 20% working interest in the Licenses to Azimuth is subject to a number of conditions, including the approval of Namibia's Ministry of Mines and Energy and the completion of a definitive farm-in agreement.
Currently, Eco Atlantic holds a 90% working interest in the Namibian Licenses, through its wholly-owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd. and NAMCOR, the Namibian national oil and gas company, is the holder of 10% working interest. As a result of this transaction, Eco Namibia will have 70% interest, Azimuth will own 20% interest. Eco Atlantic, through the project management group of Kinley Exploration and Azimuth, will be responsible for designing, sourcing and operating all aspects of the 3D seismic program.
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Giga Capital Corporation Signed LOI with the BVI company
A capital pool company Giga Capital Corporation signed a letter of intent dated November 28, 2011 with Chang Li Holdings Ltd., which is incorporated in the British Virgin Islands and has an office in Hong Kong. The agreement concerns the proposed acquisition of all the issued and outstanding shares of Tongli Enterprises Development (HK) Company Ltd., the wholly-owned subsidiary of the BVI company, incorporated under the laws of Hong Kong.
Tongli is involved in the business of the market development and sales of neodymium iron boron (NdFeB) rare earth permanent magnetic materials and devices, which are necessary for computers, mobile phones, most audio and video equipment, generators and medical equipment.
It is provided by the LOI that the currently issued and outstanding 7,660,000 Common Shares of Giga Capital Corporation will be consolidated on a 5 for 1 basis. The consolidation was approved by the shareholders of the corporation.
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