お知らせ • Sep 17
China Mobile Hong Kong Company Limited completed the acquisition of 78.08% stake in HKBN Ltd. (SEHK:1310) from a group of shareholders for HKD 6.1 billion.
China Mobile Hong Kong Company Limited proposed to acquire HKBN Ltd. (SEHK:1310) from a group of shareholders for HKD 6.9 billion on December 2, 2024. China Mobile Hong Kong Company Limited signed Share Purchase Agreement to acquire 15.46% stake in HKBN Ltd. from TPG Wireman, L.P. for HKD 1.2 billion on April 9, 2025. The stake of 15.46% include 10.39% of the entire issued share capital and remaining Vendor Loan Note convertible in full into the Vendor Loan Note Conversion Shares. A cash consideration valued at HKD 5.23 per share will be paid by China Mobile Hong Kong Company Limited. The Offeror intends to finance the consideration payable by the Offeror under the Offers and the buyer’s ad valorem stamp duty for the Offer Shares through its internal cash resources and/or external debt financing. The Offeror has a right to compulsorily acquire those Shares not acquired by the Offeror under the Share Offer on the condition that the Offeror, within four months after the date of the Offer Document, has received valid acceptances in respect of not less than 90% of the Shares not already held by the Offeror and/or its concert parties. As of May 7, 2025, the offeror acquired the stake from TPG Wireman L.P. As of May 28, 2025, The Offeror has clarified the Offer Price adjustments due to dividends declared by HKBN Ltd. The Offer Price is adjusted to HKD 5.075 per Share after deducting the 2025 Interim Dividend, while the 2024 Final Dividend remains unaffected.
Transaction is subject to regulatory approval. In particular, the Offeror has already obtained the approval from the State-Owned Assets Supervision and Administration Commission of the State Council and has been actively engaging with the other relevant PRC regulatory authorities, including the National Development and Reform Commission and the Ministry of Commerce. As of June 19, 2025, the transaction has been approved by National Development and Reform Commission. As of August 1, 2025, the Communications Authority published its Notice of Acceptance of Commitments Offered by the Offeror. The Offeror is satisfied that following the Communications Authority’s acceptance of the Commitments, the Offers would not have the effect or be likely to have the effect of substantially lessening competition in Hong Kong. On 4 August 2025, the Offeror and Twin Holding Ltd entered into a share purchase agreement, pursuant to which the Seller has agreed to sell, and the Offeror has agreed to purchase, 213,570,097 Shares, representing approximately 14.44% of the entire issued share capital of the Company as at the date of this announcement, for a consideration equal to the Purchase Price. As of August 6, 2025, the commencement of the Share Offer occurred and the Closing Date will be on September 3, 2025. As of September 3. 2025, the Share Offer has become unconditional in all respects and it will close on September 17, 2025.
China International Capital Corporation Hong Kong Securities Limited acted as financial advisor, and Alan Wang, Sarah Su, Alistair Mordaunt, Daniel French, Ninette Dodoo and Richard Bird of Freshfields Bruckhaus Deringer LLP, Hong Kong acted as legal advisor for China Mobile Hong Kong Company Limited. Somerley Capital Limited act as financial advisor for HKBN Ltd.
China Mobile Hong Kong Company Limited completed the acquisition of 78.08% stake in HKBN Ltd. (SEHK:1310) from a group of shareholders for HKD 5.4 billion on September 17, 2025.