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July 9, 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 that at an extraordinary general meeting of shareholders held today (the "EGM"), the Company's shareholders voted in favor of the proposal to approve and authorize 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"), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger").
Approximately 68.6% of the Company's total outstanding shares were voted in person or by proxy at the EGM. Of these shares voted in person or by proxy at the EGM, more than 83% were voted in favor of the approval and authorization of the Merger Agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger.
The parties expect to complete the Merger later this month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately-held company and its shares will 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.
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
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. Potential risks and uncertainties include, but are not limited to, those relating to whether this or any other transaction will consummated. 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.
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