Tender Offer
Subject : Tender offer
Listed company subject to tender offer : KERRY EXPRESS (THAILAND) PUBLIC
COMPANY LIMITED (KEX)
Offeror :
SF International Holding (Thailand) Co., Ltd.
Offer price
Common shares (baht per share) : 5.50
Tender offer : Not for delisting
Tender Offer Agent (New) : Bualuang Securities Public Company
Limited
Remark : The Company would like to inform you
that the Company has been notified by KLN that KLN obtained a waiver from the
SEC on 5 February 2024 in respect of its tender offer obligations arising out of
the DIS Transaction, subject to the conditions that (i) KLN must procure the SF
International Holding (Thailand) Co., Ltd. ("SFTH") to perform a tender offer
for all securities of the Company until completion, on conditions and price not
less favourable than those that would have been extended by KLN had it proceeded
with the tender offers, to provide the opportunity for the Company's
shareholders to decide on the matter regarding their holding of the Company's
securities and (ii) KLN must procure the Company to publish an announcement
informing investors of (i). With the publication of this announcement, all the
conditions to the waiver from the SEC have been satisfied. Accordingly, the DIS
Condition has been satisfied and the DIS Transaction has become unconditional.
Upon such completion of the DIS Transaction, KLN and its subsidiaries will cease
to control in any way or cease to hold, directly or indirectly, 50% or more of
the voting rights in the Company ("Cessation of Control"), and Kuok
Registrations Limited ("KRL") as the licensor under the brand licensing
agreement entered into with the Company as the licensee to use the "Kerry
Express" brand and related trademarks in connection with its operations in
Thailand shall have 60 days to decide whether or not to terminate the brand
licensing agreement. If KRL opts for termination, the Company will have up to 9
months before such termination which could be extended if KRL agreed. In this
connection, the Company has already taken the initiative to commence discussion
with KRL on possible extension of the license to use the "Kerry Express" brand
and related trademarks.
Moreover, Flourish Harmony Holdings Company Limited ("Flourish") (an indirect
wholly-owned subsidiary of S.F. Holding Co., Ltd. ("SF"), a listed company on
the Shenzhen Stock Exchange, which is one of the shareholders of KLN) and SFTH
have entered into the share purchase agreement which both parties agree that
Flourish will sell 467,373,855 the Company's shares (representing 26.82% of
total voting rights of the Company) which it will receive from the DIS
Transaction to SFTH on the same day of the completion of the DIS Transaction.
Consequently, as previously disclosed, SFTH, which will be required to make a
mandatory tender offer to acquire all issued shares of the Company (other than
those already held and to be held from the DIS Transaction by SFTH) in
accordance with the requirements of the Notification of Capital Market
Supervisory Board Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the
Acquisition of Securities for Business Takeover (as amended), will submit the
tender documents to the SEC approximately within 8 February 2024, and the tender
offer will be launched approximately within 13 February 2024. Accordingly, the
completion of the DIS Transaction will be on or around end of March 2024.
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through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand and Thailand Futures Exchange Pcl. have no responsibility for the accuracy and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.