Brilliant Lights Investment Pte. Ltd. entered into the share purchase agreement to acquire Huizhou NVC Lighting Technology Company Limited, Blue Light (HK) Trading Co., Limited and Zhuhai Yaohui Technology Co., Ltd. from LED Holdings Limited and NVC Lighting Holding Limited (SEHK:2222) for CNY 5.6 billion on August 10, 2019. Out of total consideration, Brilliant Lights Investment will pay CNY 4.6 billion in cash and will issue its shares valued at CNY 947.7 million. On closing, if Brilliant Lights Investment borrows an amount, after deducting the cash of Brilliant Lights Investment and financing costs, in excess of CNY 2.4 billion under its acquisition facilities, the value of the share consideration will decrease. This is due to the fact that the value of the share consideration is determined based on the assumption that Brilliant Lights Investment will have a level of long-term indebtedness of CNY 2.4 billion. If Brilliant Lights Investment takes on more debt and has a higher level of indebtedness, the value of the new shares issued by Brilliant Lights Investment will decrease by 30% of the same amount. Therefore, in order to compensate for such decrease of the value of the share consideration, Brilliant Lights Investment will increase the amount of the cash consideration by the same amount so that the total consideration shall remain the same. The consideration will be paid at closing and is subject to certain possible adjustments. NVC Lighting Holding will sell 100% stake in Huizhou NVC Lighting Technology and Blue Light (HK) Trading while LED Holdings will sell 100% stake in Zhuhai Yaohui Technology. Immediately after closing, NVC Lighting Holding and KKR & Co. Inc. (parent of Brilliant Lights Investment) will respectively indirectly own 30% and 70% stake of Brilliant Lights Investment. In case of termination, NVC Lighting Holding has agreed to pay Brilliant Lights Investment a break fee of CNY 300 million and Brilliant Lights Investment has agreed to pay NVC Lighting Holding a reverse break fee of CNY 300 million. Huizhou NVC Lighting Technology, Blue Light (HK) Trading and Zhuhai Yaohui Technology had net assets of CNY 2.36 billion as at December 31, 2018 and had profit after tax of CNY 357.14 million for the year ended December 31, 2018. Post completion, The Board of Directors of Brilliant Lights Investment shall consist of five Directors. KKR shall have the right to appoint three Directors and NVC Lighting Holding shall have the right to appoint two Directors. The transaction is subject to the approval by the shareholders of NVC Lighting Holding, completion of the core reorganisation steps in accordance with the reorganisation memorandum appended to the agreement, and obtaining of anti-trust approval issued by SAMR. As of November 18, 2019, the shareholders of NVC Lighting Holding Limited approved the transaction. Transaction is expected to close on December 12, 2019 provided that all of the conditions precedent have been satisfied or waived on or before December 5, 2019, otherwise the closing will take place on December 31, 2019 provided that all of the conditions precedent have been satisfied or waived on or before December 20, 2019. NVC Lighting Holding intends to use 74% of the cash consideration for distribution of the special dividend to shareholders and the remaining balance for expanding the international business including, among matters, building up overseas production facilities. As of October 31, 2019, the EGM will held on November 18, 2019. The board of directors and independent non-executive directors of NVC Lighting Holding Limited recommends the shareholders to vote in favour of resolution to be proposed at the EGM. Philip Li, Teresa Ko, Calvin Lai, Jason Xu, John Choong, Daniel French, Peter Clements, Richard Bird, Hazel Yin and Yuxin Shen of Freshfields Bruckhaus Deringer acted as legal advisors and Deloitte & Touche Corporate Finance Limited acted as financial advisor for NVC Lighting Holding (parent entity of LED Holdings Limited). Chuck Googe and Judie Ng Shortell of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Fangda Partners and Kirkland & Ellis LLP acted as legal advisors to KKR, majority shareholder of Brilliant Lights Investment. Gram Capital Limited acted as independent financial advisor to independent board committee and the shareholders in respect of the transaction. Computershare Hong Kong Investor Services Limited acted as registrar to NVC Lighting Holding Limited, parent of LED Holdings Limited. Brilliant Lights Investment Pte. Ltd. completed the acquisition of Huizhou NVC Lighting Technology Company Limited, Blue Light (HK) Trading Co., Limited and Zhuhai Yaohui Technology Co., Ltd. from LED Holdings Limited and NVC Lighting Holding Limited (SEHK:2222) on December 12, 2019. With the completion of the transaction, KKR owns 70 percent of Brilliant Lights Investment Pte. Ltd. and NVC Lighting Holding Limited holds the other 30 percent.