S.F. Holding Co. and Kerry Logistics Network Limited have announced the proposed strategic investment and cooperation between the two companies.
Subject to satisfaction of certain pre-conditions, the Offeror, being an indirect wholly-owned subsidiary of S.F. Holding, will make a Partial Offer to obtain 931,209,117 ordinary shares of Kerry Logistics Network, representing approximately a 51.5% stake (on a fully-diluted basis) of the Company at a cash offer price of HK$18.80 per share (the ‘Partial Offer’).
In conjunction with the Partial Offer, Kerry Logistics Network’s warehouse assets in Hong Kong will be disposed of to a wholly-owned subsidiary of Kerry Holdings Limited to unlock its shareholder value, and for the Company to operate under an asset-lighter model comparable to international industry peers.
Subject to the completion of the warehouses sale, substantially all of the proceeds from the warehouses sale will be distributed to all those shareholders of the Company who are shareholders of record on the record date as a special dividend of HK$7.28 per share.
Under the strategic cooperation, Kerry Logistics Network will be positioned as S.F. Holding’s platform for international business. S.F. Holding and the Company will also collaborate with each other in Greater China to better align their respective businesses.
By tapping into different customer segments, S.F. Holding and Kerry Logistics Network will coexist as separate entities in Mainland China, Hong Kong and Macau.
Subsequent to the completion of the proposed transaction, Kerry Logistics Network’s listed status on the Hong Kong Stock Exchange will remain unchanged.