The share price of Kerry Express (Thailand) Public Company Limited (SET: KEX) rose 7.5% to THB5.75 per share on Tuesday after the report of a tender offer from SF International Holding (Thailand).
KEX stated that reference is made to the notification made by the company to the Stock Exchange of Thailand on 2 January 2024 in relation to Kerry Logistics Network Limited (KLN)’s conditional declaration of a special interim dividend to be effected by way of a distribution in specie of its indirectly held 907,200,000 Company’s shares (representing approximately 52.1% of all issued Company’s shares) (DIS Transaction) which is subject to the satisfaction of the condition of KLN obtaining a waiver from the Office of the Securities and Exchange Commission (SEC) in respect of its tender offer obligations arising out of the DIS Transaction under the law (DIS Condition).
KEX announced that has been notified by KLN that KLN obtained a waiver from the SEC on 5 February 2024 in respect of its tender offer obligations arising out of the DIS Transaction, subject to the conditions that (i) KLN must procure the SF International Holding (Thailand) Co., Ltd. (SFTH) to perform a tender offer for all securities of the company until completion, on conditions and price not less favourable than those that would have been extended by KLN had it proceeded with the tender offers, to provide the opportunity for the company’s shareholders to decide on the matter regarding their holding of the company’s securities and (ii) KLN must procure the company to publish an announcement informing investors of (i). With the publication of this announcement, all the conditions to the waiver from the SEC have been satisfied.
Accordingly, the DIS Condition has been satisfied and the DIS Transaction has become unconditional. Upon such completion of the DIS Transaction, KLN and its subsidiaries will cease to control in any way or cease to hold, directly or indirectly, 50% or more of the voting rights in the company (Cessation of Control), and Kuok Registrations Limited (KRL) as the licensor under the brand licensing agreement entered into with the company as the licensee to use the Kerry Express brand and related trademarks in connection with its operations in Thailand shall have 60 days to decide whether or not to terminate the brand licensing agreement. If KRL opts for termination, the company will have up to 9 months before such termination which could be extended if KRL agreed. In this connection, the company has already taken the initiative to commence discussion with KRL on possible extension of the license to use the Kerry Express brand and related trademarks.
Moreover, Flourish Harmony Holdings Company Limited (Flourish) (an indirect wholly-owned subsidiary of S.F. Holding Co., Ltd. (SF), a listed company on the Shenzhen Stock Exchange, which is one of the shareholders of KLN) and SFTH have entered into the share purchase agreement which both parties agree that Flourish will sell 467,373,855 the company’s shares (representing 26.82% of total voting rights of the company) which it will receive from the DIS Transaction to SFTH on the same day of the completion of the DIS Transaction. Consequently, as previously disclosed, SFTH, which will be required to make a mandatory tender offer to acquire all issued shares of the company (other than those already held and to be held from the DIS Transaction by SFTH) in accordance with the requirements of the Notification of Capital Market Supervisory Board Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeover (as amended), will submit the tender documents to the SEC approximately within 8 February 2024, and the tender offer will be launched approximately within 13 February 2024. Accordingly, the completion of the DIS Transaction will be on or around the end of March 2024.
