Ingredion Incorporated (NYSE:INGR) entered into an agreement to acquire 39.6% stake in PureCircle Limited (LSE:PURE) from Olam International Limited (SGX:O32) and others for £73.4 million on April 9, 2020. PureCircle shareholders will be entitled to receive £1 in cash for each PureCircle share or eligible PureCircle shareholders can elect to receive one Bidco share in lieu of the full cash consideration. The share alternative under which eligible PureCircle shareholders can elect to receive common stock at an exchange ratio of 1, limited to a maximum of 111.87 million shares being issued representing approximately 60% in Bidco. Under the terms of the agreement, whereby the entire issued and to be issued share Ingredion will acquire capital of PureCircle. Upon completion of the acquisition, Olam International Limited (SGX:O32) will be a party to a shareholders agreement with Bidco, Ingredion and the minority shareholders in Bidco. The cash consideration will be funded from cash on hand and through an equity subscription by Ingredion pursuant to the Equity Subscription agreement. The transaction will be combined with an issue of new PureCircle shares to Bidco immediately following the acquisition becoming effective for the purpose of providing PureCircle with $130 million (£104.3 million) of funding to allow it to repay the outstanding PureCircle debt. Bidco will issue 261.6 million new ordinary A shares of Bidco to Ingredion to enable Bidco to fund the PureCircle equity injection. Upon completion of the transaction and the equity injection Bidco will be controlled by Ingredion with 75% holding and remaining 25% by PureCircle. The transaction will be implemented by means of a scheme of arrangement. Ingredion's intention following completion of the Acquisition is to seek to delist the PureCircle Shares. On completion of the transaction, Jimmy Lim Kian Thong will step down from his role as Chief Financial Officer and Dato' Robert Cheim Dau Meng (Non-Executive Chairman), Datuk Ali bin Abdul Kadir (Senior Independent Non-Executive Director), Sridhar Krishnan (Independent Non-Executive Director), Olivier Maes (Independent Non-Executive Director), Tan Sri Wan Azmi Wan Hamzah (Non-Independent Non-Executive Director) and Guy Wollaert (Independent Non-Executive Director) will resign as directors of PureCircle, while PureCircle's Chief Executive Officer Peter Lai Hock Meng, and each of Sukgu Kim, Anthony DeLio and Michael Levy will be appointed to act as a Director of PureCircle. On completion of the Acquisition, Ingredion's headquarters will continue to be in the Chicago, Illinois metropolitan area in the USA and the future of PureCircle's headquarters will be considered as part of the integration review.

The transaction has been approved by the Board of Directors of both the companies. PureCircle Directors recommend unanimously that PureCircle shareholders vote in favour of the transaction and to accept the cash offer, but Directors are not making any recommendation to PureCircle shareholders as to whether or not they should elect for the share alternative. Olam along with the remaining significant shareholders of PureCircle have each irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the general meeting of PureCircle. The transaction is subject to court approval, PureCircle shareholders' approval, regulatory approval, expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, court's approval, during the six month period which commenced on January 1, 2020. PureCircle Group shall have recorded revenue of less than £32 million ($40 million) and other customary closing conditions. As of May 14, 2020, the transaction was approved by Federal Trade Commission. The Court Meeting and the General Meeting of PureCircle will both be held on June 18, 2020. As of June 18, 2020, the transaction was approved by shareholders of PureCircle. As of June 26, 2020, Bermuda Supreme Court apporved the transaction. The transaction is expected be completed in the fourth quarter of 2020. As of May 5, 2020, the transaction is expected to close during the third quarter of 2020. As of June 9, 2020, the transaction is expected to close on July 1, 2020. The company intends to use such net proceeds to repay bank loans which are secured by the PureCircle Shares presently held by Wang Tak.

Hogan Lovells and Hogan Lovells US LLP acted as legal advisors to Ingredion and Bidco. Nicholas O'Donnell, Jeremy Edwards, Matt Smith, Jo Ludlam, Philip Annett, Alex Stratakis, John Fedele and Munir Abdul Aziz of Baker & McKenzie LLP acted as legal advisors to PureCircle. Luke Spells, Jeremy Murphy and Awais Kharal of Citigroup acted as financial advisors to Ingredion. Helen Roxburgh and Richard Lee of KPMG acted as financial advisor to PureCircle. David Lamb and Yvonne Lee of Conyers Dill & Pearman, Hong Kong Office acted as legal advisors to PureCircle Limited.

Ingredion Incorporated (NYSE:INGR) completed the acquisition of 39.6% stake in PureCircle Limited (LSE:PURE) from Olam International Limited (SGX:O32) and others on July 1, 2020. Olam International has received a total consideration of approximately £4.1 million in cash and was issued 26.4 million ordinary shares representing an interest of 5.9% in Ingredion SRSS. Effective July 1, 2020, Tony DeLio will serve as Chief Executive Officer of PureCircle in addition to his current responsibilities as the Chief Innovation Officer of Ingredion. SukGu Kim will become the Chief Financial Officer of PureCircle. Most recently, SukGu Kim was the Finance Director for the Ingredion's largest region in Asia-Pacific. As of July 27, 2020, PureCircle was delisted from the London Stock Exchange and became a wholly-owned subsidiary of Ingredion SRSS. As of August 10, 2020, shareholder of Lee Hing Development Limited parent of Wang Tak Company Limited has approved the transaction.