HONG KONG, July 30, 2013 /PRNewswire/ -- LJ International
Inc. ("LJI" or the "Company"; NASDAQ: JADE), a company incorporated
in the British Virgin Islands and
a leading colored gemstone and diamond jeweler with retail and
wholesale businesses, today announced the completion of the merger
contemplated by the previously announced agreement and plan of
merger dated March 22, 2013, among
Flora Bloom Holdings, an exempted company with limited liability
incorporated under the laws of the Cayman
Islands ("Parent"), Flora Fragrance Holdings Limited, a
business company with limited liability incorporated under the laws
of the British Virgin Islands and
wholly owned by Parent ("Merger Sub"), and the Company (the "Merger
Agreement"). As a result of the merger, the Company became a
wholly-owned subsidiary of Parent (the "Merger").
Under the terms of the Merger Agreement, which was approved by
the Company's shareholders at an extraordinary general meeting on
July 9, 2013, each ordinary share of
the Company issued and outstanding has been cancelled in exchange
for the right to receive US$2.00 in
cash without interest (the "Merger Consideration"), except for the
ordinary shares beneficially owned by Mr. Yu Chuan Yih, Mr. Peter
Au, Ms. Ka Man Au, Mr.
Hon Tak Ringo Ng, Mr. Yuin Chiek Lye, Ms. Vicky Chan, Mr. Zhicheng
Shi, Primeon Inc., Hillside Financial and Shilin
Investments, all of which ordinary shares have been cancelled
without the right to receive any consideration thereon from the
Company.
Shareholders of record as of the effective time of the Merger
who are entitled to the Merger Consideration will soon receive a
letter of transmittal and instructions from Computershare, the
Company's paying agent, on how to surrender their share
certificates in exchange for the Merger Consideration. Shareholders
of record should wait to receive the letter of transmittal before
surrendering their share certificates.
The Company also announced today that it has requested that
trading of its ordinary shares on the Nasdaq Global Market
("Nasdaq") be suspended. The Company requested Nasdaq to file a
Form 25 with the Securities and Exchange Commission (the "SEC") to
delist the Company's ordinary shares and deregister the Company's
registered securities. The deregistration will become effective in
90 days after the filing of Form 25 or such shorter period as may
be determined by the SEC. In addition, the Company's obligations to
file with the SEC certain reports and forms, including Form 20-F
and Form 6-K, were suspended by filing a Form 15 with the SEC and
will terminate once the deregistration becomes effective.
Houlihan Lokey (China) Limited is serving as financial advisor
to the special committee of the board of directors of the Company
(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.
Yu Chuan Yih, Chairman of the
Company's Board of Directors, President and Chief Executive
Officer.
About LJ International Inc.
LJ International Inc. (LJI) (NASDAQ:JADE) is engaged in the
designing, branding, marketing and distribution of its full range
of jewelry. It has built its global business on a vertical
integration strategy, and an unwavering commitment to quality and
service. Through its China-based
ENZO retail chain stores, LJI is now a major presence in
China's fast-growing retail
jewelry market. As a wholesaler, it distributes to fine jewelers,
department stores, national jewelry chains and electronic and
specialty retailers throughout North
America and Western Europe.
Its product lines incorporate all major categories, including
earrings, necklaces, pendants, rings and bracelets. For more
information about the Company, visit the Company's website at
www.ljintl.com.
Cautionary Note Regarding Forward-Looking Statements: This
press release may contain "forward-looking statements" within the
meaning of the Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as "anticipates," "intends," "plans," "seeks,"
"believes," "estimates," "expects" and similar references to future
periods. Forward-looking statements are based on our current
expectations and assumptions regarding our business, the economy
and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict.
Our actual results may differ materially from those contemplated by
the forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance.
We caution you therefore against relying on any of these
forward-looking statements. Factors that could cause actual results
to differ materially from such statements, as well as additional
risk factors, are detailed in the Company's most recent filings
with the SEC. Any forward-looking statement made by us in this
press release speaks only as of the date on which it is made. We
undertake no obligation to publicly update any forward-looking
information contained in this press release or with respect to the
announcements described herein, except as may be required by
law.
Investor Relations contact:
LJ International Inc.
Ringo Ng
Chief Financial Officer
E: ir@ljintl.com
Fleishman-Hillard Inc.
E: ir@ljintl.com
T: 852 2530 0228
SOURCE LJ International Inc.
