Zhitong Financial App News, B&DSTRATEGIC (01780) and the offeror KYOSEI TECHNOLOGY INC. jointly announced that on September 11, 2023, the offeror and the seller (that is, Fengsheng Holdings Co., Ltd., the controlling shareholder at the time) entered into a sales agreement. The seller sold 75% of the company's total issued share capital to the offeror at a cash cost of HK$233.5 million, equivalent to about HK$0.5022 per share sold. The company has applied to the Stock Exchange to resume trading of shares on the Stock Exchange from 9:00 a.m. on September 20, 2023.
After completion and on the date of this joint announcement, the offeror and its co-actors actually held 465 million shares, equivalent to 75% of the company's total issued share capital.
According to Rule 26.1 of the Takeovers Code, the offeror is required to make an unconditional mandatory cash offer in respect of the offered shares (that is, all issued shares, excluding shares already owned by the offender or its co-actors). Tiehao Securities will make and on behalf of the offeror an offer to acquire all of the offered shares in accordance with the Takeovers Code. The offer price will be HK$0.503 per share, which is approximately 79.72% off the closing price of HK$2.48 per share reported by the Stock Exchange on the last trading day.
In addition to the 465 million sales shares acquired by the offeror under the purchase agreement, the offer will involve 155 million shares. Based on the offer price, the offer value is HK$77.965 million.
According to reports, the offeror is an investment holding company and has not carried out any business since its registration and establishment. Mr. Kenichi Yanase, Dr. Hiroshi Kaneko, and Ms. Pan Nan hold 65.45%, 28.05%, and 6.50% of the shares, respectively. The offender directors are Kenichi Yanase and Dr. Hiroshi Kaneko.