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LJ International (JADE) Announces $2/Share 'Take-Private' Deal

March 22, 2013 10:43 AM EDT Send to a Friend
LJ International, Inc. (NASDAQ: JADE) entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent, pursuant to which Parent will acquire the Company for US$2.00 per ordinary share of the Company.

This transaction price represents a 24.2% premium over the closing price of the Company's ordinary shares on August 10, 2012, the last trading day prior to the Company's public announcement that it had received a "going private" proposal, and a 29.0% premium over the volume weighted average price of the Company's ordinary shares over the 60 trading days ended on August 10, 2012.

Immediately following the Transaction, Parent will be owned by a consortium of investors led by Mr. Yu Chuan Yih, Chairman and Chief Executive Officer of the Company ("Mr. Yih") and including (i) Urban Prosperity Holding Limited, an entity owned and controlled by FountainVest China Growth Capital Fund, L.P. and its parallel funds and affiliates, (ii) Mr. Peter Au, Ms. Ka Man Au, Mr. Hon Tak Ringo Ng, Mr. Yuin Chiek Lye and Ms. Vicky Chan, each a member of the management of the Company (collectively, the "Rollover Shareholders"), and (iii) Mr. Zhicheng Shi and certain of his affiliated companies (collectively, the "Mr. Shi Shareholders").

The Transaction is subject to the approval at a meeting of the Company's shareholders duly convened to vote upon the Merger Agreement and the Transaction (the "Shareholders' Meeting") by an affirmative vote of holders of shares representing at least a majority of the shares present and voting in person or by proxy as a single class at the Shareholders' Meeting, as well as certain other closing conditions. Mr. Yih, the Rollover Shareholders and the Mr. Shi Shareholders have agreed to vote all of their shares to approve the Merger Agreement and the Transaction. If completed, the Transaction will result in the Company becoming a privately-held company and its shares would no longer be listed on the NASDAQ Global Market.

Houlihan Lokey (China) Limited is serving as financial advisor to the Special Committee. Akin Gump Strauss Hauer & Feld LLP is serving as United States legal advisor to the Special Committee and Maples and Calder is serving as British Virgin Islands legal advisor to the Special Committee. Andrew N. Bernstein, P.C. and Han Kun Law Offices are serving as United States and PRC legal advisors to the Company, respectively.

Fried, Frank, Harris, Shriver & Jacobson LLP is serving as United States legal advisor to the buyer group. Conyers Dill & Pearman and King & Wood Mallesons are serving as British Virgin Islands and PRC legal advisors to the buyer group, respectively. Sidley Austin LLP is serving as United States legal advisor to Mr. Yih.




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