お知らせ • Jan 02
Paragon Shine Limited entered into a sale and purchase agreement to acquire 78.70% stake in Sun Art Retail Group Limited (SEHK:6808) from A-RT Retail Holdings Limited, Taobao China Holding Limited and New Retail Strategic Opportunities Fund, L.P. for HKD 10.4 billion.
Paragon Shine Limited entered into a sale and purchase agreement to acquire 78.70% stake in Sun Art Retail Group Limited (SEHK:6808) from A-RT Retail Holdings Limited, Taobao China Holding Limited and New Retail Strategic Opportunities Fund, L.P. for HKD 10.4 billion on December 31, 2024. A cash consideration valued at HKD 1.38 per share will be paid by Paragon Shine Limited. The Sale Shares comprise a total of 7,507,666,581 Shares, representing approximately 78.70% of the entire issued share capital of the Company as at the date of this joint announcement. A sum of HKD 6.9 billion equivalent to the SPA First Payment Price of HKD 0.92 per Sale Share, shall be paid by the Offeror to the Sellers in cash upon the SPA Completion, the balance of HKD 3.5 billion equivalent to the SPA Second Payment Price of HKD 0.46 per Sale Share, shall be deferred and paid by the Offeror to the Sellers, together with the Base Interest accruing on the SPA Second Payment Price from the SPA Completion Date. The Offeror intends to finance the SPA First Payment and the consideration payable under the Offers (including costs and expenses relating to the Offers payable by the Offeror) with a combination of (i) the Equity Commitment and (ii) external debt facilities provided by China Merchants Bank Co., Ltd. Shanghai Branch. The Offeror intends to finance the Partial Deferred Alternative Second Payment with the Equity Commitment. As advised by the Sellers, the Sellers have ceased further discussions with Another Potential Offeror in relation to any possible offer for the Company to be made by Another Potential Offeror. Upon the SPA Completion, the Offeror will, pursuant to Rule 26.1 of the Takeovers Code, make a mandatory cash offer for all the issued Shares, other than those already owned and/or agreed to be acquired by the Offeror or the Offeror Concert Parties. Offer Shareholders who validly accept the Share Offer but make no or an invalid election on the settlement alternative for the Share Offer will be deemed to have elected the Full Upfront Settlement Alternative. The Partial Deferred Settlement Alternative is only available to Offer Shareholders who hold all of their Offer Shares as registered holders. Upon the SPA Completion, the Offeror Financial Advisers will, for and on behalf of the Offeror, make appropriate offers to the Optionholders to cancel all the outstanding Options in exchange for cash on the following terms i.e., In respect of Options with an exercise price of HKD 1.54 and In respect of Options with an exercise price of HKD 2.18. If the Offeror acquires not less than 90% of the Offer Shares and not less than 90% of the Independent Shares within, but not exceeding, the Compulsory Acquisition Entitlement Period, the Offeror intends to privatize the Company by exercising the compulsory acquisition rights. SPA Completion is conditional on the following conditions i.e., the approval by SAMR with respect to such merger control filing having been duly obtained, the Shares remaining listed and traded on the Stock Exchange as of the SPA Completion Date, save for any temporary suspension. If the Conditions have not been satisfied or (where applicable) waived by the Long Stop Date (the date falling nine months from the date of the SPA, being September 30, 2025, or a later date as agreed by the Offeror and the Sellers), the SPA may be terminated by the Offeror or any of the Sellers. SPA Completion shall take place on a date which is no later than twelve (12) Completion Business Days following the date on which Condition (a) above is satisfied, or such other date as may be agreed in writing by the Offeror and the Sellers.
Deutsche Bank AG, UBS AG acted as financial advisers to the Offeror, CICC acted as Financial Adviser to Alibaba Group Holding Limited.