LJ International Inc. Enters Into Definitive Agreement with Flora Bloom Holdings and Flora Fragrance Holdings Limited for "Going Private" Transaction
HONG KONG, March 22, 2013 /PRNewswire/ -- LJ International Inc. ("LJI" or the "Company"; NASDAQ: JADE), a foreign private issuer incorporated in the British Virgin Islands and a leading colored gemstone and diamond jeweler with retail and wholesale businesses, today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Flora Bloom Holdings ("Parent"), a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Limited ("Merger Sub"), 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 (the "Transaction"). 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").
Pursuant to the Merger Agreement, (i) upon the ter