13 Sep 2016
Pre-Conditional Voluntary Offer for China Minzhong Food Corporation Limited
Partner Lawrence Tan, with associate Gwendolyn Tan, are acting for Marvellous Glory Holdings Limited (the "Offeror") in the pre-conditional voluntary offer (the "Offer") to acquire all the issued and paid-up ordinary shares in the capital of China Minzhong Food Corporation Limited (the "Target") other than those already held by the Offeror as at the date of the Offer.
The pre-conditions to the making of the offer are (i) the approval of the independent shareholders of PT Indofood Sukses Makmur Tbk ("ISM"), which holds approximately 82.88% of the issued shares in the Target and is listed on the Indonesian Stock Exchange, for ISM's acceptance of the Offer, and (ii) the approval of the independent shareholders of First Pacific Company Limited, which holds a 50.07% shareholding interest in ISM and is listed on the Stock Exchange of Hong Kong Limited, for ISM's acceptance of the Offer.
The Offer was announced on 6 September 2016 with an offer consideration of S$1.20 per Target share, to be satisfied as follows:
either (i) S$1.20 in cash or (ii) S$0.7665 in cash and S$0.4335 in principal amount of Zero Coupon Mandatorily Exchangeble Bonds ("Exchangeable Bonds") to be issued by the Offeror.
The Exchangeable Bonds will be exchangeable into Target shares at the exchange price of S$1.20 per Target share (the "Exchange Price") during a specified exchange period after the close of the Offer. Further, the Exchangeable Bonds will be mandatorily exchanged into Target shares at the Exchange Price at the expiry of the exchange period.
The Offeror is a special purpose vehicle incorporated in the British Virgin Islands for purposes of the Offer and is owned by Prosperous Investment Holdings Limited, a company which is ultimately wholly-owned by Mr Anthoni Salim, and China Minzhong Holdings Limited, which will be beneficially owned by Mr Lin Guo Rong, Mr Siek Wei Ting, Mr Wang Da Zhang and Mr Huang Bing Hui.
The Target is a Singapore-incorporated company which is listed on the Main Board of the Singapore Exchange Securities Trading Limited. The Target group of companies is principally involved in the cultivation, production and sale of processed vegetables, fruit and vegetable beverages.