CP Merchandising Co., Ltd. (CPM) and Charoen Pokphand Holding Company Limited (CPH) made an offer to acquire an additional 3.89% minority stake in Siam Makro Public Company Limited (SET:MAKRO) for THB 14.4 billion on October 26, 2021. Under the Offer, Offerors will acquire 332.0985 million shares at a price of THB 43.5 per share. The maximum number of shares that CPM and CPH have to purchase in this Tender Offer is no more than 221,399,000 shares and 110,699,500 shares, respectively. The transaction will be funded from THB 9.63 billion of borrowing from a financial institution, for which bank has approved a credit facility. THB 4.82 billion will be funded from cash and cash equivalents of CPM. CPH and CPM, as shareholders of MAKRO, has no intention to delist the company. Offerors have no intention to nominate persons as directors of Siam Makro or to make any change to the members or the number of the Board of Directors of the Business during the period of 12 months after the end of the Offer Period. The Board of Directors opines that the shareholders could consider accepting the Tender Offer. As of November 24, 2021, no shares tendered under the Offer.

Offer will open on October 27, 2021 and will close on November 30, 2021. The payment will be made on December 2, 2021. As per update on November 10, 2021, consideration shall be payable by December 2, 2021. Thailand Securities Depository Co., Ltd. acted as registrar in the transaction. Sittinard Tangtrongchitt of The Siam Commercial Bank Public Company Limited (SET:SCB) acted as financial advisors to CP Merchandising Co., Ltd. and Charoen Pokphand Holding Company Limited. Vararatana Jutimitta and Soravis Krairiksh of Bualuang Securities Public Company Limited acted as tender offer agents to CPM and CPH. Pornpan Chayasuntorn, Wilailuk Okanurak, Hyung Ahnand and Pichitpon Eammongkolchai of Linklaters (Thailand) Ltd acted as the legal advisors to CP Merchandising Co., Ltd. and Charoen Pokphand Holding Company Limited. Manita Poovatanasedj and Gong Vinaikulpong of Kiatnakin Phatra Securities Public Company Limited acted as financial advisor to the board of Siam Makro Public Company Limited. JPMorgan Chase & Co. acted as financial advisor to CP Merchandising Co., Ltd.

CP Merchandising Co., Ltd. (CPM) and Charoen Pokphand Holding Company Limited (CPH) completed the acquisition of an additional 3.89% minority stake in Siam Makro Public Company Limited (SET:MAKRO) on November 30, 2021.