Wholly Owned Subsidiary of Man Sang International (B.V.I.) Limited and China Metro-Rural Limited to Merge
February 19 2010 - 7:13AM
Marketwired
Man Sang International (B.V.I.) Limited (NYSE Amex: MHJ) ("MSBVI")
today announced that it and Creative Gains Limited, its wholly
owned subsidiary, have entered into a definitive merger agreement
with China Metro-Rural Limited ("China Metro") to combine the
companies in an all stock transaction. The transaction is expected
to be completed by March 31, 2010. This strategic transaction,
unanimously approved by the independent members of the Board of
Directors of MSBVI and unanimously approved by the Board of
Directors of China Metro, will expand MSBVI's commercial and real
estate portfolio to include properties in New District, Tieling,
Liaoning Province in the People's Republic of China, where China
Metro is currently devoted to the development and completion of an
integrated, agricultural logistics and multi-functional project,
known as China Northeast Logistics City, that will facilitate
exhibition, trading, logistics, warehousing, commercial and
residential housing in Tieling.
"The combination of MSBVI's subsidiary and China Metro will
further enhance MSBVI's real estate portfolio and give MSBVI the
opportunity to become an integral part of the exciting development
that is already in progress in Tieling," said Cheng Chung Hing,
Ricky, President and Chairman of the Board of Directors and Chief
Executive Officer of MSBVI. "We believe that China Metro has
identified a key niche market and that China Northeast Logistics
City is an excellent opportunity to actively expand MSBVI's overall
business in growing North East China while simultaneously
popularizing to a worldwide market."
Under the terms of the merger agreement, China Metro
shareholders will receive approximately 574,432 ordinary shares of
MSBVI for each ordinary share of China Metro they own. MSBVI will
issue up to 57,443,238 ordinary shares at $5 per share
(representing a premium of approximately 150% of the closing share
price of MSBVI ordinary shares at $2 each on February 18, 2010) to
the China Metro shareholders in order to acquire China Metro. This
represents a total consideration of approximately $287 million.
MSBVI shareholders will retain their shares. Upon completion of the
transaction, China Metro shareholders will own approximately 90% of
the ordinary shares of MSBVI and MSBVI shareholders will own
approximately 10% of the ordinary shares of MSBVI. The $5 per share
imputed price is not intended to serve as a projection by MSBVI of
the trading price of MSBVI's ordinary shares upon or immediately
following completion of the merger.
MSBVI will maintain its corporate headquarters in Hong Kong and
offices and subsidiary operations in the PRC. China Metro will
operate as a wholly owned subsidiary of MSBVI and maintain its
offices in Hong Kong, as well as its subsidiary operations in the
PRC.
Following the close of the transaction, Mr. Cheng Chung Hing,
Ricky, MSBVI's current Chairman, President and Chief Executive
Officer, will be the Chairman and President of MSBVI and Mr. Sio
Kam Seng, China Metro's current Chairman and Director, will become
Vice Chairman and Chief Executive Officer of MSBVI. In addition,
Ms. Leung Wai Yan will join the board of directors of MSBVI. The
remaining members of the management team for MSBVI will be
comprised of executives from each organization.
The transaction is subject to approval by each of MSBVI's and
China Metro's shareholders, the approval of the listing of the
shares to be issued in the transaction by the NYSE Amex, as well as
customary closing conditions. The transaction is expected to be
completed by March 31, 2010.
ABOUT MAN SANG INTERNATIONAL (B.V.I.) LIMITED
Man Sang International (B.V.I.) Limited, formerly Man Sang
Holdings, Inc., is principally engaged through subsidiaries in the
purchasing, processing, assembling, merchandising and wholesale
distribution of pearls, pearl jewelry products and jewelry
products. In addition, Man Sang International (B.V.I.) Limited,
through its subsidiaries, owns and operates commercial real estate
for lease and sale in Hong Kong and the People's Republic of
China.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION
In connection with the proposed Merger of Creative Gains
Limited, a wholly owned subsidiary of MSBVI, and China Metro (the
"Merger") pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), MSBVI will file with the U.S. Securities and Exchange
Commission (the "SEC") a current report on Form 6-K, which will
include a notice of a special meeting at which MSBVI's shareholders
will be asked to, among other things, adopt the Merger Agreement
and approve the Merger, and a proxy statement of MSBVI and other
relevant materials in connection with the proposed transactions.
MSBVI expects to file the Form 6-K with the SEC on or about
February 26, 2010 and mail the notice of a special meeting and
proxy statement to its shareholders on or about March 2, 2010. The
foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which will be included in the
proxy statement. MSBVI's shareholders are urged to read the proxy
statement, when it becomes available, because it will contain
important information about MSBVI, China Metro and the proposed
transactions. The proxy statement and other relevant materials
(when they become available), and any and all documents filed with
the SEC, may be obtained free of charge at the SEC's website at
www.sec.gov. Free copies of the documents filed with the SEC by
MSBVI will be available on the investor relations portion of
MSBVI's website at http://www.man-sang.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTIONS.
Forward-Looking Statements
The information above includes forward-looking statements about
Man Sang International (B.V.I.) Limited. Such forward-looking
statements are subject to certain risks and uncertainties, as
disclosed by Man Sang International (B.V.I.) Limited from time to
time in its filings with the U.S. Securities and Exchange
Commission. As a result of these factors, Man Sang International
(B.V.I.) Limited's actual results may differ materially from those
indicated or implied by such forward-looking statements. Man Sang
International (B.V.I.) Limited disclaims any intent or obligation
to update these forward-looking statements.
CONTACT: Man Sang International (B.V.I.) Limited Investor
Relations Department Phone: (852) 2317 9888 E-mail: Email
Contact
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