Shangrao Bai Hua Zhou Industrial Co., Ltd. entered into an agreement to acquire Dionics Inc. (OTCBB: DION) from Central Mega Ltd, Sage Explorer Holding Ltd. and others in a reverse merger transaction.
February 02, 2012 at 11:00 pm EST
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Shangrao Bai Hua Zhou Industrial Co., Ltd. entered into an agreement to acquire Dionics Inc. (OTCBB: DION) from Central Mega Ltd, Sage Explorer Holding Ltd. and others in a reverse merger transaction on January 30, 2012. Dionics Inc. will issue 20 million shares of common stock and 0.05 million shares of preferred stock, convertible into 467.3 million shares of the common stock. Shangrao Bai Hua Zhou Industrial Co., Ltd. will loan sum of $0.2 million to Dionics Inc., which will be due one year from the date of the loan. Shangrao Bai Hua Zhou Industrial Co., Ltd. will hold 95% stake in Dionics Inc. after the completion of the transaction. As reported, the officers and Directors of Dionics Inc. will resign after completion of the transaction.
The deal is approved by Board of Directors of both Shangrao and Dionics. The transaction is subject to number of conditions including submission of two year audited and other financial statements of Shangrao Bai Hua Zhou Industrial Co., Ltd. to Dionics Inc., accuracy of representations made by the parties in the agreement and performance, regulatory approvals, compliance by the parties with each covenant and condition contained in the agreement and approval by Board of Directors of Dionics Inc. As reported, in the event closing does not occur within 90 days, the agreement may be terminated by either Shangrao Bai Hua Zhou Industrial Co., Ltd. or Dionics Inc. The transaction is expected to close within 90 days from the date of the announcement, January 30, 2012. As of May 3, 2012, Shangrao Bai Hua Zhou Industrial and Dionics Inc. agreed to extend the closing date of the transaction to on or before June 30, 2012. David M. Kaye of Danzig Kaye Cooper Fiore & Kay, LLP acted as legal advisor for Dionics, Inc. Brean Murray, Carret & Co., LLC acted as financial advisor for Central Mega Limited.
DIONICS, Inc is a designers and manufacturer company. It is a provider of Photovoltaic optically-isolated MOSFET driver as well as micro-Photovoltaics, used in Dielectric Isolation processing for monolithic high-voltage gas-discharge digital displays. The Companyâs product line includes: MOSFET Drivers, Photovoltaic Solid State Relays, MOS Chip Capacitors, High Voltage Display Drivers, Dionics-USA Stock Products, and Custom Products. MOSFET Drivers, optically coupled floating power source. Photovoltaic Solid State Relays, Light Emitting Diode inputs that control output power MOSFETS. MOS Chip Capacitors, devices designed for hybrid circuit applications. High Voltage Display Drivers, monolithic devices to interface signals with gas discharge, plasma, and vacuum fluorescent displays. Dionics-USA Stock Products, optoelectronic and photovoltaic components integrated circuits and semiconductor devices. Custom Products, offers custom products to suit specific needs.
Shangrao Bai Hua Zhou Industrial Co., Ltd. entered into an agreement to acquire Dionics Inc. (OTCBB: DION) from Central Mega Ltd, Sage Explorer Holding Ltd. and others in a reverse merger transaction.