Great River Smarter Logistics (Hong Kong) Limited intends to make a voluntary conditional offer to acquire Dragon Crown Group Holdings Limited from a group of shareholders for HKD 1.6 billion.
As of October 8, 2021, Great River Smarter Logistics has no intention to discontinue the employment of any employees of Dragon Crown Group's PRC subsidiaries and joint ventures other than staff movements in the ordinary and usual course of business or due to personal performance or conduct issues. The pre conditions to the offer include filing, registration or approval as applicable with or by National Development and Reform Commission of the PRC or its local authorities, Ministry of Commerce of the PRC or its local authorities and the State Administration of Foreign Exchange of the PRC or its local authorities, the Shenzhen Stock Exchange having expressed that it has no further comment on the responses to its enquiry in respect of the material asset restructuring report and such other applicable governmental approvals as required under applicable laws and regulations in respect of the offer having been obtained or completed and approval by shareholders of Guangdong Great River Smarter Logistics Co., Ltd. (SZSE:002930), ultimate parent of Great River Smarter Logistics (Hong Kong) Limited. All pre-conditions are incapable of being waived. The pre conditional offer long stop date is February 9, 2022. The conditions to the offer include valid acceptances being received in respect of such number of shares which is not less than 90% of the offer shares, the shares remaining listed and traded on the Stock Exchange up to the offer closing date, since December 31, 2020, there having been no adverse change in the business, assets, financial or trading positions, profits or prospects of any member of the Group, all necessary consents in connection with the offer and/or the possible withdrawal of the listing of the shares from the Stock Exchange which may be required under any existing contractual or other obligations of the Group, joint ventures and controlled corporations of Dragon Crown Group having been obtained and remaining in effect and no default occurring on under any of the debt facilities of the Dragon Crown Group. The conditional long stop date in respect of the acceptance condition is the date which is 60 calendar days after the posting of the composite document, and in respect of other conditions, is the date, which is 21 days after the satisfaction of condition, unless the date has been extended by Great River Smarter Logistics with the consent of the Executive. Great River Smarter Logistics (Hong Kong) Limited received irrevocable undertakings from Lirun Ng, Ng Dan Ching, Ting Yian Ann, Chong Yat Chin and Patrick Ng Bee Soon in respect of 1.06 billion shares amounting to 86.91% of the issued share capital of Dragon Crown Group Holdings Limited. If Great River Smarter Logistics (Hong Kong) Limited within four months of the posting of the composite document, has received valid acceptances in respect of not less than 90% of the offer shares, Great River Smarter Logistics will have the right to compulsorily acquire those offer shares not already owned or acquired by Great River Smarter Logistics under the offer on the same terms as the offer. While it is the intention of Great River Smarter Logistics (Hong Kong) Limited to privatize Dragon Crown Group Holdings Limited, Great River Smarter Logistics (Hong Kong) Limited's ability to exercise the rights of compulsory acquisition in respect of the offer shares is dependent on the level of acceptances of the offer reaching the prescribed levels under the Cayman Companies Act. Upon the closing of the offer, if Great River Smarter Logistics is not able to effect the compulsory acquisition of the remaining offer shares but decides to waive condition relating to minimum tender and proceeds to complete the offer, the shares will remain listed on the Stock Exchange. An Independent Board Committee comprising of Lau Sik Yuen, Feng Jianping and Hou Xiaoming has been established for the purpose of making a recommendation to the shareholders of Dragon Crown Group Holdings Limited as to whether the offer is fair and reasonable and as to acceptance. As of October 29, 2021, the pre-condition long stop date has been changed from February 9, 2022 to February 16, 2022. As of January 13, 2022, the pre-condition long stop date has been further extended to March 9, 2022. As of March 17, 2022, taking into account the acceptances under the Irrevocable Undertakings, valid acceptances of the Offer have been received in respect of 1,108,533,999 Shares (representing approximately 90.82% of the issued share capital of Dragon Crown and the Offeror announces that the Offer has become unconditional in all respects. Offer will remain open for acceptance until April 6, 2022. China International Capital Corporation Hong Kong Securities Limited acted as the financial advisor to Great River Smarter Logistics (Hong Kong) Limited and CMB International Capital Corporation Limited acted as the financial advisor to Dragon Crown Group Holdings Limited. Shenzhen Pengxin Appraisal Limited acting as a independent valuer for the transaction appointed by Taicang Power Shell Petrochemical Co., Ltd. Benita Yu and Peter Lake of Slaughter and May acted as legal advisor to Great River Smarter Logistics (Hong Kong) Ltd in the transaction.