JAKARTA (TheInsiderStories) - PT Indofood Sukses Makmur Tbk (IDX:INDF) said it has gained shareholders approval to sell all the issued and paid up ordinary shares of Chinese vegetable processing firm China Minzhong Food Corp. Ltd (CMZ BVI) to British Virgin Island-based Marvellous Glory Holdings Ltd.
Indonesia food & beverages producer, PT Indofood Sukses Makmur Tbk (IDX: INDF) is estimated to raise S$416.40 million from the deal.
On Oct. 14, the company announced that CMZ BVI had entered into a binding memorandum of understanding in relation the proposed acquisition of 347 million shares of CMZ BVI, representing approximately 52.94 percent, from Indofood at S$1.2 a share.
CMZ BVI is owned and controlled by the Executive Chairman & CEO of China Minzhong Lin Guo Rong, while Marvellous Glory Holdings is controlled by tycoon Anthoni Salim.
Indofood is the single largest shareholder of China Minzhong with aggregate 543,252,517 shares of representing 82.88 percent of the total number of issued shares. After the transaction Indofood would retain approximately 29.94 percent of the total number of issued shares.
SM and CMZ BVI will procure that certain key management executives of the China Minzhong, namely, Lin Guo Rong (the CEO of the Company), Siek Wei Ting (the Chief Financial Officer of the Company), Wang Da Zhang (the Chief Operating Officer of the Company) and Huang Bing Hui (the Chief Technology Officer of the Company).
Based on the announcement, the cash amount to be paid and the principal amount of exchangeable bonds to be issued to a shareholder of China Minzhong will be rounded down to the nearest S$0.01 in each case. Approximately 63.9 percent of the offer consideration in the form of cash and around 36.1 percent in the form of the exchangeable bonds that will be exchangeable into shares at the price of S$1.20 per share.
The undertaking shareholders have undertaken to accept the offer in respect of an aggregate of 575.44 million shares (representing 87.79 percent of the total number of issued shares). Indofood will receive cash of S$416.40 million and S$235.50 million in principal amount of exchangeable bonds and will be exchangeable into 196,249,971 shares or 29.94 percent of the total number of issued shares.
In addition, CMZ BVI and the members of the CMZ Management have agreed the consideration for the aggregate of 32,183,600 offer Shares to be tendered with an aggregate principal amount of S$38.62 million. (*)