Hsu Feng, Albert Tong and Tong Chi Kar Charles made an offer to acquire additional 70.1% stake in Rivera (Holdings) Limited (SEHK:281) from Best Central Developments Limited and the public shareholders for HKD 1 billion on December 3, 2018. As per the terms, Hsu Feng, Albert Tong and Tong Chi Kar Charles (offerors) shall offer to acquire 1.83 billion shares at the offer price of HKD 0.55 per share in cash. The offer price shall not be increased. As of January 11, 2019, the number of shares already owned by offerors and their concert parties became 781.83 million and so 1.83 billion shares will be subject to the offer now representing 70.02% stake. Prior to the transaction, Hsu Feng holds 12.16% stake, Albert Tong holds 3.96% stake and Tong Chi Kar Charles holds 3.96% stake in Rivera (Holdings) Limited, respectively. Offerors and parties acting in concert together hold 779.27 million shares (29.87%) of Rivera (Holdings) Limited. Prior to the transaction, Best Central Developments holds 29.9% stake and the public shareholders hold 40.23% stake in Rivera (Holdings) Limited, respectively. The consideration shall be funded through the financial resources comprising an irrevocable standby documentary credit issued by Fubon Bank (Hong Kong) Limited in favor of the offerors amounting to HKD 761 million and the offerors’ existing cash deposited in a bank account maintained with Fubon Bank. The offeror intends to continue employment of the existing employees of Rivera (Holdings) Limited following completion and shall continue the business of Rivera (Holdings) Limited. The offerors intend to maintain the listing status of Rivera (Holdings) Limited. The offerors do not intend to exercise right to compulsorily acquire the remaining shares. The offer is subject to valid acceptances having been received such that the offerors and offeror concert parties hold more than 50% stake in Rivera (Holdings) Limited and shares of Rivera (Holdings) Limited remaining listed on the stock exchange up till the closing date. The latest time on which the offeror can declare the offer unconditional as to acceptances is on the sixtieth day after the posting of the offer document. An independent Board Committee has been formed by the non-executive directors and independent non-executive directors of Rivera to give guidance on the offer. The Independent Board Committee recommended the shareholders to reject the offer. As of January 11, 2019, the offer will run from January 11, 2019 to February 11, 2019. As of February 11, 2019, the closing of the offer is expected to be postponed, as the minimum acceptance condition is not yet fulfilled. Able Capital Partners Limited acted as financial advisors to the offerors. Halcyon Capital Limited is appointed as financial advisor to the independent Committee and shareholders of Rivera (Holdings) Limited. Tricor Secretaries Limited acted as registrar to Rivera (Holdings). Burns, Paul, Chan, Donnelly, Chan, Gary, Churk, Shue Sing, Lam, Bernardine, Lau, Gwyneth, Lo, Cindy, Tam, Tiffany and Tsang, Michelle of Allen & Overy LLP acted as legal advisors for Hsu Feng, Albert Tong and Tong Chi Kar Charles. Hsu Feng, Albert Tong and Tong Chi Kar Charles completed the acquisition of 20.105% stake in Rivera (Holdings) Limited (SEHK:281) from Best Central Developments Limited and the public shareholders for approximately HKD 290 million on February 25, 2019. The offerors had received valid acceptances in respect of 524.46 million shares under the offer.