S.F. Holding Co., Ltd. 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. The total amount of offer price plus special dividend to be received by a shareholder of the Company for every share that the shareholder tenders and is accepted under the Partial Offer would be HK$26.08, comprising the offer price of HK$18.80 per share and the special dividend of HK$7.28 per share.
To facilitate the transaction, the Company’s business in Taiwan, including the interest in Kerry TJ Logistics Company Limited, which is listed on the Taiwan Stock Exchange (‘Kerry TJ Logistics’; Stock Code 2608.TW), will also be sold to a wholly-owned subsidiary of Kerry Holdings Limited in compliance with the laws and regulations in Taiwan. The proceeds from the Taiwan business sale will be retained by the Company for its ongoing growth and developments.
The Partial Offer is subject to fulfilment of certain pre-conditions including, amongst others, the disposal of the Hong Kong warehouse assets, and the disposal of the Taiwan business becoming unconditional under their respective sale agreements, and upon independent shareholders’ approvals being obtained at a Special General Meeting and the relevant regulatory approvals in various jurisdictions in connection with the Partial Offer being obtained.
The cooperation will bring together the core competencies of S.F. Holding and Kerry Logistics Network across multiple verticals to create a leading Asia-based global logistics platform to meet ever-changing demands.
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. The Company will continue to grow its logistics businesses, both in terms of scale and coverage. The partnership is expected to create significant synergies to boost both companies’ growth and leadership in the logistics sector with clear business focuses and complementary strengths to bring value to investors.
Subsequent to the completion of the proposed transaction, Kerry Logistics Network’s listed status on the Hong Kong Stock Exchange will remain unchanged. The Kerry Group of companies will still hold a significant interest in the Company, which will continue to operate under the “Kerry” names with a clear brand identity and be managed by its current core leadership team across all markets.
