Jardine Matheson Holdings Limited (SGX:J36) entered into an agreement to acquire remaining 15.1% stake in Jardine Strategic Holdings Limited (SGX:J37) for $5.5 billion on March 8, 2021. Under the terms of the transaction of Jardine Matheson Holdings Limited will pay $33 in cash to acquire the remaining stake. Following the Acquisition, Jardine Matheson Holdings Limited will own 100% of Jardine Strategic Holdings Limited and the Jardine Matheson Board expects to propose a resolution to implement the cancellation of the cross-shareholding in Jardine Matheson through a reduction of capital at the annual general meeting in 2022 and for this to become effective shortly following that meeting. The simplification will result in a single holding company with a conventional ownership structure. Jardine Matheson Holdings Limited intends to finance the transaction through an acquisition financing facility that it has put in place, as well as existing cash resources and available lines of credit. Progress to refinance the acquisition debt facility is well advanced, with completion of the issuance, on April 9, 2021, of a $1.2 billion bond comprising two tranches, with $800 million 10-year and US$400 million 15-year maturities respectively and, in addition, completion of new, 5-year revolving credit facilities totalling a further $1.2 billion by Jardine Matheson Holdings Limited with a number of relationship banks.

The transaction is subject to the following conditions being satisfied: the approval of the transaction by a majority vote of at least 75% of the votes cast by Jardine Strategic shareholders, all material consents, approvals and authorisations (if any) required from, and all material filings and registrations required to be made to, any regulatory authority in each case which is required for the transaction. Jardine Matheson Holdings Limited and Jardine Strategic Holdings Limited do not anticipate any regulatory clearances will be required to be obtained in order to effect the transaction. The transaction is unanimously approved by the transaction committee of Jardine Strategic Holdings Limited. The transaction was approved by the Board of Jardine Matheson Holdings Limited. As on April 12, 2021, the shareholders of Jardine Strategic Holdings Limited approved the transaction at a special general meeting. Transaction is expected to complete on April 14, 2021.

J.P. Morgan Securities plc, Simon Robertson Associates LLP and The Hongkong and Shanghai Banking Corporation Limited acting as financial advisors while Linklaters LLP acting as legal advisor to Jardine Matheson Holdings Limited. Evercore Partners International LLP is acting as financial advisor while Slaughter and May is acting as legal advisor to Jardine Strategic Holdings Limited. HSBC Bank Bermuda Limited acted as a financial advisor to Jardine Matheson Holdings Limited.

Jardine Matheson Holdings Limited (SGX:J36) completed the acquisition of remaining 15.1% stake in Jardine Strategic Holdings Limited (SGX:J37) on April 14, 2021.