Ed Monton
18 years ago
Capital Alliance agreement for CIBT interest
2007-05-16 16:42 ET - Acquisition
The TSX Venture Exchange has accepted for filing documentation relating to the acquisition of most of the outstanding shares of Capital Alliance Group Inc.'s subsidiary, CIBT School of Business & Technology Corp., from CIBT's minority shareholders for consideration of 4,853,113 shares.
Insiders: Toby Chu 200,000; Concordia Financial Management Corp. (Toby Chu) 29,400; Golden Field Company Profit Sharing Plan (David Kar-Ding Hsu and King Mui To Hsu) 735,000; Grande Dame Nevada LLC (David Kar-Ding Hsu and King Mui To Hsu) 370,440; David Kar-Ding and Ming Mui 142,100; To Hsu Tim Leong 178,000; Troy Rice 441,000
Ed Monton
18 years ago
Capital Alliance Group Inc. Unveils Reorganization Plans to Unlock Shareholder Value
VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 22, 2007) -
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE US
Capital Alliance Group Inc. (the "Company or CAG") (TSX VENTURE:CPT) is pleased to announce its corporate re-organization plan designed to unlock shareholder value through the simplification of the Company's corporate structure. This process will reposition the company with the sole focus of serving the Chinese education market.
CAG is currently comprised of:
i) a 78% ownership share in CIBT School of Business and Technology Corp. ("CIBT"), a leading Chinese education company;
(ii) Irix Design Group Inc, a media and communications company; and
(iii) Black Gardenia Inc., a media and Internet job search company.
As China continues to experience significant growth and its government and citizens increasingly focus on education, the Company has decided to focus its efforts on this market, with CIBT well positioned to exploit the Chinese education market given its track record of success and credibility built over a decade of operating in China.
After extensive review and discussion with investment professionals in the United States and Canada, as well as with strategic and significant shareholders of the Company and professional advisor's of both CAG and CIBT, management has proposed the following re-organization plan to its Board of Directors:
1) The Company will, through an exempt take over bid, make an offer to all CIBT minority shareholders to acquire all issued and outstanding shares of CIBT. The payment under the offer will consist solely of CAG shares, the specific ratio yet to be determined. If the offer is accepted by the holders of at least 90% of the CIBT shares not already held by CAG, CIBT will become a wholly owned subsidiary of CAG.
2) CAG will combine with CIBT to form one entity, and change its name to CIBT Education Group Inc. (hereinafter "CIBT Group").
3) The Company will sell-off all non-education related holdings over time so that the post combined entity will become a "pure-play" education venture with a sole focus on China's education sector.
4) All existing corporate finance activities with BMO Capital Markets Corp of New York will continue to proceed as planned.
5) Upon successful completion of planned corporate finance activities, CIBT Group (the post re-organization entity) will be well positioned to seek other senior exchange listings and to expand its market presence into the United States through our working relationship with our investment bankers.
The objective of this corporate re-organization is for Capital Alliance to unlock value CIBT has created over the years in China's booming economy while providing CIBT shareholders a form of liquidity by receiving CAG shares. Currently, CIBT is a private entity owned by CAG and investors do not have the ability to invest directly into CIBT other than through the parent company. This corporate re-organization will provide investors who are seeking investment opportunities in a company with a focus on China's education sector the ability to buy shares from the open market. In addition to unlocking shareholder value, directing all potential investors to one entity instead of two will also streamline operating costs for both companies by eliminating one level of corporate ownership. Additionally, the reorganization will result in greater management focus and allow the company to utilize its resources more efficiently.
Subject to receiving formal approval from the Board of Directors of CAG and CIBT, the Company plans to commence this re-organization and several other corporate finance related activities immediately. Further details will be available in upcoming Company announcements to follow shortly. We thank our shareholders for their support over the years and we look forward to executing this exciting initiative in early 2007.
CAG also reports that the current normal course issuer bid has been suspended.
Capital Alliance Group Inc.
Toby Chu, President & C.E.O.
WARNING: This news release contains forward-looking information. The reader is cautioned that assumptions used in preparing such information, although considered accurate at the time of preparation, may prove incorrect. The actual results achieved may vary materially from the information provided herein. Consequently, there is no representation by the company that actual results achieved will be the same as those forecast.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
Tackler
19 years ago
Missed opportunities mostly LOL This release made me think of it...
Lingo Media to JV with Liaoning Publishing in China
2005-08-16 13:11 ET - News Release
Mr. Michael Kraft reports
LINGO MEDIA SIGNS LETTER OF INTENT WITH LIAONING PUBLISHING GROUP -- JOINT VENTURE FOR EDUCATIONAL PRODUCTS & SERVICES
Lingo Media Inc. has signed a letter of intent (LOI) to establish a joint venture with a Chinese publishing giant, Liaoning Publishing Group, through its subsidiary, Liaoning Dianya Culture Book Distribution Co. Ltd. (LPG) in Shenyang, Liaoning. LPG is a 3.645 billion renminbi, roughly $450-million (U.S.), Chinese publishing conglomerate that consists of 11 publishing houses, a state-of-the-art distribution centre, a retail chain of 17 massive bookstores, an e-bookstore with over 600,000 available titles, several printing houses, and an audio-video publishing arm.
The joint venture will be headquartered in LPG's facilities in Shenyang and will operate an educational product development business and an educational services business in China. "We are very excited by this partnership's potential for both Lingo Media and LPG. This perfectly melds Lingo Media's expertise in developing English-language learning materials for China with LPG's vast distribution channels. It should allow both parties to significantly expand their share of the fast-growing market for educational learning products and services. This partnership with Lingo Media is another example of LPG's aggressive pursuit of international joint ventures as we become a world-class publisher. After recently completing a joint venture with Bertelsmann Publishing Group for trade book distribution, we are looking forward to concluding our agreements with Lingo Media and launching this joint venture," said Xiaoqun Yu, director and vice-general manager of Liaoning Publishing Group. Michael Kraft, president and chief executive officer of Lingo Media, added, "We are excited to be partnering up with a publishing powerhouse like LPG, a partner who provides Lingo Media with additional access to the China market through their national distribution network."
The proposed joint venture is subject to satisfactory due diligence by Lingo Media, the parties entering into a definitive agreement as well as Chinese regulatory approvals. Lingo Media has extended its brokered private placement offering to Sept. 14, 2005 (see Stockwatch news dated June 14, 2005).
Ed Monton
19 years ago
Capital Alliance revamps Sun Media deal
2005-07-21 14:16 ET - News Release
Mr. James Neil reports
CAPITAL ALLIANCE GROUP INC.: SE GLOBAL & SUN MEDIA TO PROCEED WITH NEW TRANSACTION
Capital Alliance Group Inc. unit SE Global Equities Corp. (SEG) has created a new transaction with China-based Sun Media Investment Holdings Ltd. (SMIH).
Due to the nature of the original transaction and the extensive time and due diligence required, both SEG and SMIH have agreed to put the original transaction on hold (see Stockwatch news dated Jan. 7, 2005). SEG has agreed to acquire a newly formed subsidiary company of Sun Media called Sun New Media Group Ltd. (SNMG). SNMG holds the program distribution and licensing rights to all the programs produced and owned by SMIH and certain subsidiaries. The program distribution rights include a number of highly popular television programs aired in China such as Yang Lan One on One, C'est La Vie Daily, 66 Places of a Lifetime, and Olympic & Me, among others. SNMG also owns other distribution rights in digital and electronic publishing format using the Internet and mobile phones as delivery channels.
According to the share-exchange agreement, SEG will undergo a 1:2 reverse split and issue 55 million postconsolidated shares to SMIH and parties in exchange for 100-per-cent ownership of SNMG. SMIH will guarantee a profit of no less than $3-million (U.S.) within the following fiscal year after the closing of this transaction. Any shortfall on the net income will be assumed and compensated by SMIH. A pro forma income statement and balance sheet will be incorporated into a new submission of Form 14A and Form 8-K, to be filed with the Securities and Exchange Commission (SEC). An EGM will be held for a proxy vote after which both parties will proceed with the final closing of the transaction.
"Our companies are now able to proceed with this transaction in a much more efficient and timely manner given the nature and value of the assets of Sun New Media Group Ltd. We believe this is the first step in an exciting new direction for SE Global and its stockholders," commented Toby Chu, chairman and chief executive officer of SE Global Equities Corp.
"We look forward to completing this initial transaction and commencing with our merger and acquisition plans in China and North America immediately following the merger," commented Dr. Bruno Wu, executive chairman of Sun Media Investment Holdings Ltd.
The final closing of this transaction will be subject to receipt of all regulatory approvals that may be required.
Ed Monton
20 years ago
Capital Alliance's SE shareholders back Sun Media deal
2005-04-04 14:57 ET - News Release
Mr. Toby Chu reports
SE GLOBAL SIGNS AGREEMENTS WITH SUN MEDIA AND SUBSIDIARY
Capital Alliance Group Inc. subsidiary SE Global Equities Corp. has executed all business agreements with Sun Media Investment Holdings Ltd. and related companies, except for the formal share purchase agreement.
SE Global held a special meeting of its stockholders on March 31, 2005. All proposals presented at the meeting were approved by a majority of stockholders. A reconfirmation vote will be held at the time SE Global stockholders vote on the proposed transaction with Sun Media and its subsidiary, Asia Multi-Media Technology Services Holdings Ltd. The transaction, previously reported in Stockwatch on Jan. 7, 2005, requires further stockholder approval following the filing of SE Global's Schedule 14A, including a pro forma financial statement, with the U.S. Securities and Exchange Commission, providing full disclosure of the transaction. Capital Alliance Group, being the 82-per-cent majority stockholder of SE Global, will be voting in favour of this transaction.
"We are encouraged and pleased to be working with SE Global and look forward to executing our company's strategy of becoming one of the pre-eminent leaders in the telecommunications and multimedia markets in Asia," commented co-founder and executive chairman of Sun Media, Dr. Bruno Wu.
"Capital Alliance and SE Global are proud to be working with Sun Media and its related companies in China," commented Toby Chu, president and chief executive officer of Capital Alliance Group and chairman of SE Global. "This strategic partnership allows us to leverage on each other's business network and infrastructure in China and North America. It will also enhance the expansion strategies for Capital Alliance's education initiatives in China, and introduce SE Global's investment securities business to potential clients throughout Asia."
The final closing of this transaction will also be subject to receipt of all regulatory approvals which may be required.
About Sun Media and Asia Multi-Media Technology Services Holdings
Asia Multi-Media Technology Services Holdings is a subsidiary of Sun Media Investment Holdings, which owns a 100-per-cent interest in an advanced, fibre optic network in China. Sun Media Investment Holdings is an investment group focusing on growth opportunities in media markets in Asia, particularly China. Sun Media works to add value by creating and sustaining branded content platforms, which it can leverage across many different forms of media. Today, Sun Media has activities in six strategic areas: television, news media, publishing, education, advertising and sports. In all, Sun Media has direct interests in 11 media companies, through which it holds shares in more than 30 media operations, controlling no less than 60 media brands in nine countries and 15 cities.
pritz
20 years ago
More insider buying...
CAPITAL ALLIANCE GROUP INC
common shares 03/02/2005 P 2,500 A $ 1.76 14,519,555 D
common shares 03/02/2005 P 1,000 A $ 1.8 14,520,555 D
common shares 03/02/2005 P 1,000 A $ 1.88 14,521,555 D
P 2005-02-25 2005-03-02 18:07:51 SE GLOBAL EQUITIES CORP SEGB Swirsky Cedric other 1,000 $1.27 $1,270.00 1,000 N/A view
P 2005-02-25 2005-03-02 18:07:51 SE GLOBAL EQUITIES CORP SEGB Swirsky Cedric other 1,000 $1.39 $1,390.00 2,000 N/A view
P 2005-02-25 2005-03-01 18:17:15 SE GLOBAL EQUITIES CORP SEGB RICHARDSON GEORGE DAVID director 30,000 $1.34 $40,200.00 97,767 N/A view
P 2005-02-25 2005-02-28 14:01:44 SE GLOBAL EQUITIES CORP SEGB RICHARDSON GEORGE DAVID director 2,500 $1.25 $3,125.00 54,767 N/A view
P 2005-02-25 2005-02-28 14:01:44 SE GLOBAL EQUITIES CORP SEGB RICHARDSON GEORGE DAVID director 13,000 $1.27 $16,510.00 67,767 N/A view
Ed Monton
20 years ago
Capital Alliance's SE Global outlines Sun Media deal
2005-01-10 17:23 ET - News Release
Mr. Toby Chu reports
CAPITAL ALLIANCE GROUP PROVIDES FOLLOW-UP ON SUN MEDIA INVESTMENT HOLDINGS
Capital Alliance Group Inc. subsidiary SE Global Equities Corp. has released supplemental corporate information provided by Sun Media Investment Holdings Ltd. on its recent announcement, which was reported in Stockwatch on Jan. 7, 2005.
Introduction to Sun Media Investment Holdings
Sun Media Investment Holdings (SMIH) is a media investment company that was founded between 1998 and 1999 by the popular Chinese TV program host Yang Lan and her husband Dr. Bruno Wu. Currently, SMIH invests in six key areas of media: television, publishing, sports marketing, education, advertising and financial news. SMIH has direct interests in 11 media companies, through which it holds shares in more than 30 media operations, which it believes control no less than 60 media brands in nine countries and 15 cities.
SMIH's top investments
One of SMIH's flagship investments is in Asia Multi-Media Technology Services Holdings Ltd. (AMT). AMT brings together multimedia content and network assets with experienced management to capture value and market share in China's growing multimedia industry sector. AMT has ownership of an advanced fibre optic network including a 34,880-kilometre two-core national IP fibre optic network servicing 440 cities in China and providing access to premium multimedia content assets and alliances, which it will deliver through its network to businesses, organizations and local service providers. SMIH believes AMT's fibre optic network is one of the longest in length in China and it has an appraised net tangible asset value of approximately $268-million (U.S.).
Through SMIH's content suppliers, AMT has access to a variety of multimedia content spanning such focus topics as business, sports, health care and gaming. By combining exclusive content with its proprietary network assets, AMT believes it has the synergies and competitive advantages to secure a competitive niche as one of China's premium content multimedia providers. AMT also plans to establish strategic partners, which it expects will include China's financial institutions, banks and insurance companies for setting up a national disaster backup storage network.
SMIH together with Lenovo, one of China's largest IT companies, has formed a joint venture named Sun 365 Multimedia Holdings Ltd. to develop broadband multimedia content and applications in China. Sun 365's media content will be added to AMT's pipeline of content offerings.
SMIH has also begun to penetrate the North American market with its media content through its Hong Kong-based subsidiary, The Observer Star Global Publishing Holdings Ltd., and its Chinese-language premium business newspaper, The Observer Star. Since its launch on Aug. 30, 2004, SMIH believes The Observer Star has established itself as a reliable source of business information and insight on businesses in China.
Notable governance and management personnel
AMT reports that its advisory board members will include such respected individuals as Yang Yuan-Qing, chairman of Lenovo, and Zhao Wei-Cheng, founding chairman of China Unicom, with other notable members to be announced in the future.
On the board of directors of AMT is Dr. Wu, who is the founder and executive chairman of Sun Media Investment Holdings. Mr. Wu studied at the University of Savoie, France, before earning his master's degree in international relations at Washington University in St. Louis, Miss., and a PhD in the international politics department of college of law from Fudan University, Shanghai, China. Dr. Wu has served as the chief operating officer of ATV, one of the two free-to-air television networks in Hong Kong.
Other board members of AMT include Nie Jian-Lin, vice-chairman and secretary-general of China Mobile Telecom Association, the industry association of the six state-owned telecommunication companies, and Chauncey Shey, chief executive officer of Softbank China Holdings and co-founder of UT Starcom, a company listed on the Nasdaq Stock Market.
The chairman of Sun Media Holdings is the famous Chinese TV broadcaster, Ms. Lan. Ms. Lan graduated from the Beijing Foreign Studies University and began her media career as a host of a variety show airing on China Central Television (CCTV). Ms. Lan holds a master's degree in international and public affairs from Columbia University. In 1999, with her husband, Dr. Wu, she started her own media company Sun Television Cyber Networks (commonly known as Sun TV). Ms. Lan also acted as an ambassador for her country by representing China for Beijing's successful 2008 Olympic bid.
Ed Monton
20 years ago
Not exactly sure if this is good news or not:
Capital Alliance to vend into Sun Media assets
2005-01-07 11:30 ET - News Release
Mr. Toby Chu reports
CAPITAL ALLIANCE GROUP SUBSIDIARY ANNOUNCES PROPOSED ASSET ACQUISITION
Capital Alliance Group Inc. subsidiary, SE Global Equities Corp., has signed an engagement term sheet with Sun Media Investment Holdings Ltd., headquartered in Shanghai, China, for the vend-in of assets into SEG among other business.
According to Sun Media, the selected assets to be vended in represent a current valuation of approximately $320-million (U.S.), which will be supported by an independent business valuator's report. Under the terms and conditions of the engagement term sheet, SE Global Equities will issue approximately 320 million shares to Sun Media and other related parties involved in this transaction. In addition, Capital Alliance, the parent company of SEG, has agreed to sell 500,000 shares to Sun Media at 90 U.S. cents per share. CAG will retain a total of 14 million shares in SEG. Sun Media is to pay CAG a cash deposit of $150,000 (U.S.) to secure this share transaction on signing this agreement.
The parties will enter into a formal asset acquisition agreement with a closing date scheduled for March, 2005, or earlier. Also, as set forth in the engagement term sheet, SEG will undergo a 1:2 share consolidation prior to the closure of this transaction.
Upon completion of this transaction, the parties have agreed that SEG will enter into a management contract with CAG for two years in exchange for 250,000 postconsolidated shares as compensation. CAG and Sun Media will then enter into a pooling agreement on the closing of the transaction. The parties have also agreed that CAG will be granted an option to buy back SEG's existing investment business within two years of the closing this transaction.
The transaction will be subject to a formal due diligence review, the negotiation and entering into all necessary agreements, approval by SEG shareholders and its board of directors as well as receipt of all regulatory approvals which may be required.
About Sun Media
Sun Media is an investment group focusing on growth opportunities in media markets in Asia, particularly Greater China. Sun works to add value by creating and sustaining branded content platforms, which it can leverage across many different forms of media. Today, Sun Media has activities in six strategic areas: television, news media, publishing, education, advertising and sports. In all, Sun Media has direct interests in 11 media companies, through which it holds shares in more than 30 media operations, controlling no less than 60 media brands in nine countries and 15 cities.
Tackler
20 years ago
Man kills eight at China school
A man armed with a knife has gone on the rampage and killed eight people at a school in central China, state media are reporting.
The attack happened overnight in Ruzhou, a city in Henan province, the Xinhua news agency said.
All those killed are believed to be teenagers - four others were injured.
There has been a spate of stabbings in Chinese schools in recent months. In September, 24 children were injured in a knife attack in Shandong.
The man responsible for that attack was executed on Wednesday. The court said his actions had been "especially cruel".
Bunk beds
In the latest incident - the fourth in two months - a man, believed to be alone, broke into the school and stabbed the victims to death as they slept.
"It happened in the boys' dormitory. It happened around midnight," a teacher told the French news agency, AFP.
A government officials said those killed were all in the lower beds of bunk beds.
The attacker has escaped and is being hunted by police.
Worried by the violence, schools in the capital, Beijing, and other regions have begun employing professional guards to protect students, Xinhua has reported.
Tackler
20 years ago
Capital Alliance's CIBT to acquire 60% of China college
2004-08-19 14:49 ET - News Release
Mr. Toby Chu reports
CIBT ACQUIRES COLLEGE IN CHINA
Capital Alliance Group Inc. subsidiary, CIBT School of Business & Technology Corp., has entered into a formal agreement with Weifang University to acquire 60 per cent of Beihai College, a subsidiary of Weifang University located in Weifang city, Shandong province, China.
Beihai College is a wholly owned college of Weifang University and specializes in business and technology degree programs in the undergraduate level. Under the supervision of Weifang University, Beihai College is a recognized degree-granting college with licences to accept international students and recruit local Chinese students across China. Weifang University will retain 40 per cent of Beihai College, which will change its name to CIBT Beihai International Management School upon receipt of government approval.
Weifang University is one of the largest state-owned universities located in Weifang city, with a population of 8.5 million people. It has government-granted campus lands of 822 acres, fully constructed campus of 329 acres with 8.6 million square feet of facilities. Weifang University has 25,000 full-time and 12,000 part-time students.
Weifang University has over 50 laboratories and classrooms, four experiment centres, over 40 multimedia classrooms, Internet centres, drafting centres, academic halls, and over 1,600 employees and 800 faculty members. It has 16 teaching departments, 53 specialties and nine scientific branches including science, engineering, economics, law, history, education, literature, management and agriculture. Weifang University's dormitories and two cafeterias can accommodate over 20,000 students and it is continuing to expand and construct new facilities.
In addition to its own programs, Weifang University also has academic exchange programs with prestigious Chinese universities such as Tsinghua University, Beijing University, Nankai University, and several universities and colleges in the United States, Great Britain, Austria, Japan, Thailand and Korea.
Under the terms of the agreement, CIBT will acquire 60 per cent of Beihai College with approximately 550 students currently enrolled in its undergraduate programs. CIBT will assume all management and operations of Beihai and deliver internationally recognized programs from CIBT's academic partners such as Western International University, ITT Technical Institute and City University. Capital Alliance Group will use available funds for the operations of CIBT Beihai.
As part of the agreement, CIBT Beihai is entitled to use, rent-free, 20,000 square feet of classroom facilities capable to seat over 3,000 students, with an option to expand up to 80,000 square feet, also rent free. These facilities are located within the Weifang University campus ground. CIBT Beihai faculty members and staff will enjoy full access of Weifang University's enormous facilities including students and faculty dormitory, library and dining halls. CIBT Beijing, a subsidiary of CIBT, plans to establish its China on-line headquarters at this strategic and modern facility.
At the agreement signing ceremony, CIBT president and chief executive officer, Toby Chu, was officially appointed honorary president of Weifang University, an honour rarely awarded to foreign nationals. Mr. Chu will provide strategic advice to Chinese state-owned universities.
"This is a significant step for CIBT in its China expansion initiatives," quoted Mr. Chu, president of CIBT. "With this strategic relationship with Weifang University, CIBT has established itself as a fully accredited college university with a degree granting ability at the college and undergraduate level under the guidance of Weifang University. Furthermore, as China's economy continues to flourish in the 21st century and fast becoming the dominant force in Asia, this strategic positioning allows CIBT to expand its education ambitions using modern technology such as on-line delivery and video conferencing toward the entire Asia region."
About Weifang city
Weifang city is located at the centre of Shandong province and has a population of about 8.5 million people. Its major industries include electronics, machinery, chemical and building materials, marine chemistry, and paper. In 2002, the city's gross domestic product (GDP) was approximately 89.5 billion renminbi (approximately $10.8-billion (U.S.)). Within a two-hour driving distance from Weifang city in all four directions reside approximately 110 million people.
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