Slaughter and May is advising the Mandarin Oriental International Limited (“Mandarin Oriental”) Transaction Committee on the recommended cash acquisition by Jardine Strategic Limited (“Jardine Strategic”), a wholly-owned subsidiary of Jardine Matheson Holdings Limited (“Jardine Matheson”), of the 11.96 per cent. of Mandarin Oriental’s total issued share capital which Jardine Strategic does not already own (the “Acquisition”). The Acquisition was jointly announced by Mandarin Oriental and Jardine Matheson on 17 October 2025 and will be implemented by way of a scheme of arrangement under Bermuda law.
If the Acquisition becomes effective, the independent Mandarin Oriental shareholders (“Independent Mandarin Oriental Shareholders”) will be entitled to receive US$3.35 in cash in respect of each Mandarin Oriental share held, comprising, US$2.75 in cash and a special dividend of US$0.60 in cash (together, the “Total Value”). The special dividend is intended to be paid to all Mandarin Oriental shareholders following completion of the acquisition by Alibaba Group and Ant Group of the top thirteen floors of One Causeway Bay as their headquarters in Hong Kong, together with the building’s rooftop signage and 50 parking spaces of One Causeway Bay for US$925 million (the “OCB Sale”), which was concurrently announced by Mandarin Oriental on 17 October 2025.
The Total Value values the entire issued ordinary share capital of Mandarin Oriental (prior to the payment of the special dividend) at approximately US$4.2 billion. It is expected to complete by the end of February 2026, subject to completion of the OCB Sale, approval by the Independent Mandarin Oriental Shareholders and the sanction of the scheme of arrangement by the Bermuda court.
Tean Manser/ Trainee