Silva Ford Technology Limited, a Chinese software distribution company, and BaiYou Digital Technology Company Limited, which has prepaid card interests in Asia, are to be included in the Dynasty stable following a complicated reverse takeover exchange of shares that will ultimately see the Dynasty group renamed as "PC Stars Inc."
The total consideration involved is "not to exceed $105 000 000" according to a company statement on the deal. This is payable by the issuance and delivery of up to a maximum of 21 000 000 Post-Consolidation Shares at a deemed issue price of $5.00 per share.
The changes include a new board of directors following the completion of the deal, which will be comprised of CEO Albert Barbusci, Dr. Dominic K. Chan, Dr. Wilson K.C. Cho, Dr. Yat-Sang Kwong, Joseph Lau, Yue Lin and Dr. Le Song Cheng.
Dynasty commenced the acquisition with a share exchange agreement with Sky Gain Holdings Limited this month through which Dynasty has agreed to acquire all of the issued and outstanding securities of Silva Ford Technology Limited and BaiYou Digital Technology Company Limited, two wholly-owned subsidiaries of the BVI corporation Sky Gain owned by Dr. Wilson Cho.
Silva Ford is a BVI private corporation which owns East Wealth Technology Limited, a Hong Kong entity which in turn owns a 70 percent controlling interest in Beijing Baihui Digital Stars Technology Co., Ltd - an online software distributor in the People's Republic of China.
BaiYou HK is a Hong Kong private corporation which owns a wholly-foreign-owned enterprise registered in Hangzhou, PRC called Baiyou Digital Technology (Hangzhou) Co., Ltd. This company has secured agreements with two entities in the People's Republic of China : Guangzhou Xinfanlian Digital Technology Co. Ltd. and Guanzhou GameOcean Digital Network Co. Ltd. These entities govern businesses related to the distribution of prepaid game cards and the development and operation of online games in China.
Dynasty itself has been engaged in the development and marketing of mahjong gaming software, and the acquisition of Baiyou HK and Silva Ford is intended to be the company's first step toward what it terms "...significant strategic opportunities and economic benefits associated with a more comprehensive e-commerce distribution strategy in the PRC."
Big money is involved in the deals; for the financial year ended December 31, 2007, the total assets of Baihui Technology, which is controlled indirectly by Silva Ford, were $6 389 014, although total liabilities were $4 575 163. Revenues of $17 860 119 and net comprehensive income of $1 507 822 were achieved. For the first quarter ended March 31, 2008, the total assets of the company were $7 765 057, with total liabilities at $5 518 614 with shareholder's equity at $2 246 443. The net comprehensive income for the quarter was $911 171 off revenues of $6 263 013.
Dynasty will seek the approval of its shareholders for the deal at a special meeting of scheduled for September 24, 2008 in Montreal, Quebec.
The company says that the net proceeds will be used to fund Dynasty's expansion plans, namely:
- Licensing payments to SEGA Corporation of Japan for the exclusive rights to operate and distribute four online games in China;
- Fund growth and expansion of Dynasty's software and game card distribution businesses;
- Expand sales and marketing efforts relating to Dynasty's online games;
- Provide for working capital and general corporate purposes; and
- Pay fees and expenses related to the deal.
Trading in the common shares of the company, which is listed on the Toronto exchange, will remain halted until completion of the deal.