HongKong Jingang Trade Holding Company Limited made an offer to acquire an additional 56.25% stake in China ZhongDi Dairy Holdings Company Limited (SEHK:1492) from Pacific Eminent Limited, Jingm Investment Company Limited, Agriculture Investment Company Limited, Tianfu Investment Company Limited, Zhang Kaizhan and others for HKD 1.7 billion on September 27, 2020. Under the terms, HongKong Jingang Trade Holding will acquire 1.47 billion shares in China ZhongDi Dairy Holdings at HKD 1.132 per share. As of October 27, 2020, Pacific Eminent Limited, Jingm Investment Company Limited, Agriculture Investment Company Limited and Tianfu Investment Company Limited entered into an irrevocable undertaking in favor of the offer. In a related transaction, before the offer, HongKong Jingang will setup a new company named Wholesome Harvest Limited who will act as the offeror and HongKong Jingang Trade and its parties in concert to the offer, Zhang Jianshe, YeGu Investment Company Limited and Green Farmlands Group will subscribe to the shares in Wholesome Harvest Limited in exchange of their respectively owned shares in China ZhongDi Dairy Holdings. Pursuant to the equity subscription agreement (Jingang Holding will transfer 432.6 million shares of Zhongdi Dairy to Wholesome and will pay HKD 1.7 billion to Wholesome as consideration in exchange for Wholesome's issuance of 1.9 billion ordinary shares to it; and YeGu and Green Farmlands will transfer a total of 707.8 million shares of Zhongdi Dairy to the issuer in exchange for Wholesome's issuance of 707.8 million ordinary shares to YeGu as consideration. After the completion of the above transaction, Jingang Holding and YeGu will hold 72.84% and 27.16% of the issuer's equity, respectively. Post completion of the offer, China ZhongDi Dairy Holdings will become a wholly owned subsidiary of Wholesome Harvest. HongKong Jingang Trade Holding Company intends to make use of its rights to compulsorily acquire the remaining shares in China ZhongDi Dairy Holdings, if it acquires more than 90% of the shares under the offer. Sufficient financial resources are available to HongKong Jingang Trade Holding Company to satisfy the consideration payable by HongKong Jingang Trade Holding Company upon full acceptance of the offer.
HongKong Jingang Trade Holding Company has no intention to terminate the employment of any employees of the Group or to make significant changes to any employment (except for a proposed change to the members of the Board at a time no earlier than that permitted under the Listing Rules and the Takeovers Code or such later time as HongKong Jingang Trade Holding Company considers to be appropriate). HongKong Jingang Trade Holding Company intends to nominate Directors to the Board of China ZhongDi Dairy. As of December 2, 2020, the shareholders of China ZhongDi Dairy Holdings Company Limited unanimously approved the deal. As of December 21, 2020, HongKong Jingang Trade Holding Company Limited received antitrust clearance from the State Administration for Market Regulation of the Peoples Republic of China under the Share Subscription Agreement. Completion is expected to take place within 10 working days after fulfilling all the conditions.
The offer will be only conditional upon valid acceptances of the offer being received on the closing date in respect of shares which, together with shares acquired before or during the offer, will result in HongKong Jingang Trade Holding Company and parties acting in concert with it holding more than 50% of the voting rights in China ZhongDi Dairy Holdings Company. The offer was unanimously approved by the Board of Inner Mongolia Yili Industrial Group, parent of HongKong Jingang Trade. A special committee consisting of all non-Executive Directors has been established by China ZhongDi Dairy to make recommendations on the share subscription and whether the terms of the offer are fair and reasonable and as to the acceptance of the offer. As of November 11, 2020, China ZhongDi Dairy Holdings Company Limited issued circular to its shareholders. The Board of Directors of China ZhongDi Dairy Holdings Company Limited recommended its shareholders to accept the offer. The Independent Board Committee formulated for the transaction includes all the non-executive Directors, namely Liu Dai, Du Yuchen, Li Jian and Zhang Juying. On December 21, 2020, the company received the Decision on Non-Prohibition of Concentration of Anti-Monopoly Review. As of January 20, 2021, offer has become unconditional. As of 4 p.m. on February 8, 2021, the total number of shares of Zhongdi Dairy that have accepted the offer has reached 1,443,788,000 shares, accounting for the proportion of shares of Zhongdi Dairy held by all offerees of 98.47%. In view of the fact that this acquisition has met the mandatory acquisition conditions stipulated in Article 88 of the "Cayman Islands Chapter 22 Companies Law" and the M&A Code, the company will complete the acquisition of all the remaining shares of Zhongdi Dairy through a mandatory acquisition, and plans to complete the acquisition. Later, Zhongdi Dairy will be then privatized and delisted from the Stock Exchange of Hong Kong Limited. The offer is expected to close on February 19, 2021. On June 24, 2021, HongKong Jingang Trade Holding Company Limited will pay to China ZhongDi Dairy Holdings Company Limited shareholders the remaining consideration. Terry Chan and Edmund Chan of CLSA Capital Markets Limited acted as financial advisor to HongKong Jingang Trade Holding Company. Cheung On Kit Andrew of Opus Capital Limited acted as independent financial advisor to independent board committee of China ZhongDi Dairy Holdings Company Limited. Raymond Li, Chaobo Fan and Sharon Guo of Paul Hastings acted as legal advisors for China ZhongDi.