HONG KONG, 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
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.
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.
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.