February 09, 2024 | Consumer Discretionary | Asia | Ended

Vinda / APRIL Group: Deal Insight

On 14-Dec-23, Vinda International (“Vinda”), a diaper maker listed on the Hong Kong stock exchange and incorporated in the Cayman Islands, received a HKD 26.1bn pre-conditional offer from Indonesian billionaire Sukanto Tanoto. The offer was made through Tanoto’s privately-held entity, Asia Pacific Resources International Limited (APRIL) Group, at HKD 23.50 cash per Vinda share, reflecting a 13.5% premium over the previous day’s closing price. Vinda stated it does not intend to declare any dividends prior to the offer completing. However, in the event of such a distribution, the consideration will be adjusted downward, accordingly. The offer is conditional on four pre-conditions that need to be fulfilled prior to a 15-Sep-24 long-stop date: (i) approvals from relevant antitrust regulators, including China’s SAMR and the Taiwan Fair Trade Commission (Taiwan FTC); (ii) clearances under applicable laws of the People’s Republic of China (PRC); (iii) no other legal impediments during the fulfilment of pre-conditions (i) and (ii); and (iv) the receipt of option letter from Essity, a Swedish tissue maker (ESSITYB SS) and one of Vinda’s major shareholders. Concerning the latter condition, on 18-Dec-23, the companies confirmed that Essity issued the option letter to Vinda on 15-Dec-23, thereby satisfying condition (iv). Separately, APRIL is not aware if there are any consents or approvals needed for pre-condition (ii), which refers to the clearance under laws of PRC. Pre-conditions (i) on antitrust and (iii) on no legal impediments are not waivable. On 5-Feb-24, the companies announced that SAMR was notified under a simplified procedure on 19-Jan-24. Further, they communicated that, according to their legal adviser, a pre-condition previously anticipated from the Japan Fair Trade Commission is not required, but they will need clearance from the Taiwan FTC, however. Accordingly, a requisite notification with the Taiwan FTC was made on ...

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