S.F. Holding Co., Ltd. (SZSE:002352) made an offer to acquire 51.8% stake in Kerry Logistics Network Limited (SEHK:636) from group of sellers for HKD 17.5 billion on February 9, 2021. Under the terms of transaction, S.F. Holding made an offer to acquire 931.2 million shares at offer price of HKD 18.8 each and the offer will extend to option holders to cancel such number of options representing 51.8% of the outstanding options at HKD 8.6 each. The scope of the transaction covers all of Kerry Logistics Network Limited's businesses, excluding its current warehouse assets in Hong Kong and its business in Taiwan. S.F. Holding has entered into shareholders agreement with Kerry Properties Limited. If the shareholders tender less than 336.7 million shares by the first closing date the offer will not proceed and will lapse. Irrevocable Undertakings in favor of S.F. Holding after the expiry of the Blackout Period. After the transaction, S.F. Holding Co Ltd will hold 51.5% of Kerry Logistics Network Limited, the original majority shareholder Kerry Group Limited will hold 31% to 32%, the Board of Directors will have 1% to 2%, the rest are public shareholders. Upon completion of the offer, Kerry Logistics Network will maintain its listing on stock exchange. S.F. Holding intends to finance the cash required for the offer by external borrowing.

The Code Independent Board Committee has been established for the purpose of making a recommendation to the shareholders of Kerry Logistics as to whether the offer is fair and reasonable and as to acceptance. The committee comprises of KHOO Shulamite N K, YEO Philip Liat Kok and ZHANG Yi Kevin, being all the INEDs other than WONG Yu Pok Marina who is also an independent non-executive director of Kerry Properties. TONG Shao Ming, being the non-executive Director, is also the investment director of Kerry Holdings and is therefore not on the Code Independent Board Committee given the conflicts of interest in respect of the special deal agreements. S.F. Holding shall procure that the Board of Kerry Logistics Network shall comprise of eleven Directors, wherein seven will be nominated by S.F. Holding, and four the independent non-executive Directors.

The transaction is subject to Stock Exchange granting a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules to permit a lower minimum public float of 15% in the shares; the reporting, filing, registration or approval, as applicable, with or by (a) the National Development and Reform Commission of the PRC and (b) the competent authority of the Ministry of Commerce of the PRC in respect of the partial offer; by no later than the Long Stop Date a notice has been filed with the Committee on Foreign Investment in the United States in respect of offer; the relevant regulatory authority having granted a waiver from the requirement applicable to S.F. Holding to make a Thai offer price that would otherwise arise as a result of the implementation of offer or such waivers having been granted it having been determined by S.F. Holding acting reasonably and in good faith that the price per share required to be offered under such Thai MGO would be less than the prevailing market price of a share in KE Thailand; In China the offer having received antitrust approval from the State Administration for Market Regulation on terms satisfactory to the offeror, or the statutory review period pursuant to the Anti-Monopoly Law, including any extension of such period, has lapsed; the Controlling Shareholders duly executing and delivering to the Offeror the Controlling Shareholders Irrevocable Undertakings and the Executive Directors duly executing and delivering to the Offeror the Executive Directors Irrevocable Undertakings; each of warehouse sale, Taiwan business sale, warehouse management agreement and brand license agreements have been entered into; S.F. Holding's shareholder approval having been obtained; approval by Kerry Properties' independent shareholders of the disposal of part of Kerry Properties' shareholding in Kerry Logistics; and the option offer is conditional upon valid acceptance of 931.2 million shares in the offer on or prior to first closing, approval of the Partial Offer pursuant to Rule 28.5 of the Takeovers Code by qualifying shareholders who are registered as shareholders in the register of members of Kerry Logistics Network. On April 8, 2021, the antitrust approval has been received from the State Administration for Market Regulation. As of June 15, 2021, the transaction has been approved by Kerry Logistics Network shareholders. As on June 29, 2021, transaction is approved by the Committee on Foreign Investment in the United States (CFIUS). The offer is expected to be completed by August 9, 2021. Kerry Logistics Network will use approximately 25% to 30% of the net proceeds to pay special dividend. S.F. Holding and Kerry Logistics are pleased to announce that the conditions to the Waiver have been satisfied. In connection with one of these conditions. As of August 9, 2021, the transaction is approved by Hong Kong Securities Regulatory Commission and all the conditions have been fulfilled. As of Septemner 1, 2021, the offer become unconditional as all the conditions are fulfilled. The composite document is expected to be dispatched within 7 days. On August 11, 2021, first closing of transaction is September 2, 2021. As of September 1, 2021, the transaction is expected to be completed by September 16, 2021. As of September 15, 2021, S.F. Holding received that made it interested in 84.8% stake.

J.P. Morgan Securities (Asia Pacific) Limited and Somerley Capital Limited acted financial advisor to S.F. Holding. Citigroup Global Markets Asia Limited acting as financial advisor to Kerry Properties. Benita Yu, Chris McGaffin, Adrian Chan, Peter Lake, Mike Ringer, Natalie Yeung and Haiyi Liu of Slaughter and May acted as legal advisor to S.F. Holding Co., Ltd. Matthew Middleditch, Alex Bidlake and Christopher Yip of Linklaters Hong Kong acted as legal advisor to Kerry Properties Limited in transaction. HSBC Corporate Finance (Hong Kong) Limited acted as financial advisor to Kerry Logistics Network. Amy Lo, Bryan Koo, Edith Leung and Anthony Wang of Clifford Chance acted as legal advisors for J.P. Morgan Securities. Anglo Chinese Holdings, Limited and BOC International acted as financial advisor to the Kerry Properties Limited.

S.F. Holding Co., Ltd. (SZSE:002352) completed the acquisition of 18.2% stake in Kerry Logistics Network Limited (SEHK:636) from group of sellers for HKD 6.1 billion on September 16, 2021. With effect from 28 September 2021 (being the date of this joint announcement), the Offeror has become a member of the Company holding approximately 51.5% of the issued Shares in the capital of the Company.