HONG KONG, May 30, 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
called an extraordinary general meeting of shareholders (the
"EGM"), to be held at 10:00 a.m. on
July 9, 2013 (Shenzhen time). The meeting will be held at
the Company's Shenzhen office,
10th Floor, Block 18, Free Trade Zone, Shatoujiao, Shenzhen, People's
Republic of China, to consider and vote on the proposal to
approve 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"). If completed, the
Merger would result in the Company becoming a privately-held
company and its shares would no longer be listed on the NASDAQ
Global Market. The Company's Board of Directors, acting upon the
unanimous recommendation of an independent committee formed by the
Board of Directors, approved the Merger Agreement and the merger
contemplated in the Merger Agreement and resolved to recommend that
the Company's shareholders vote to approve and authorize the Merger
Agreement and the merger.
Shareholders of record as of the close of business on
May 28, 2013 will be entitled to vote
at the EGM. Additional information regarding the EGM and the Merger
Agreement can be found in the Transaction Statement on Schedule
13E-3, and the proxy statement attached as Exhibit (a)-(1) thereto,
filed with the Securities and Exchange Commission (the "SEC"),
which can be obtained from the SEC's website
(http://www.sec.gov).
Investors and shareholders are urged to read carefully and in
their entirety these materials and other materials filed with or
furnished to the SEC, as they contain important information about
the Company, the proposed merger and related matters.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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 be
approved or 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
FleishmanHillard
E: ir@ljintl.com
T: +852 2530 0228
SOURCE LJ International Inc.