Charoen Pokphand Group Co., Ltd. made a proposal to acquire an additional 25.09% stake in C.P. Lotus Corporation (SEHK:121) for approximately HKD 300 million on June 18, 2019. Under the terms of transaction, Charoen Pokphand Group Co., Ltd. will acquire and cancel 2.8 billion shares and 1.7 billion convertible preferred at HKD 0.11 each. The consideration offer price will not be increased and Charoen Pokphand Group Co., Ltd. does not reserve the right to do. The offeror intends to finance the cash required for the Proposal from a loan facility.
The transaction is subject to approval from shareholders of C.P. Lotus Corporation, Grand Court's sanction of the transaction, all authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the proposal required obtained from, given by or made with the Relevant Authorities. An independent Board committee comprising of Viroj Sangsnit, Songkitti Jaggabatara, Itthaporn Subhawong, Prasobsook Boondech and Cheng Yuk will be established by the Board to make a recommendation to the independent ordinary shareholders and the independent convertible preferred holders as to whether the terms of the proposal are, or are not, fair and reasonable and as to voting. Somerley Capital acted as financial advisor to Charoen Pokphand Group Co., Ltd. Able Capital Partners Limited acted as financial advisor to C.P. Lotus Corporation.