Slaughter and May is advising the offeror, Rongshi International Investment Co., Ltd, which is wholly-owned by the chairman and controlling shareholder of Dali Foods Group Company Limited (Dali Foods), on the proposed privatisation and delisting of Dali Foods from the Hong Kong Stock Exchange. The privatisation is to be implemented by way of a scheme of arrangement pursuant to the Companies Act of the Cayman Islands (Scheme).
The proposal was announced on 27 June 2023. The total cash required to implement the privatisation proposal is approximately HK$5.7 billion (US$729 million). China International Capital Corporation Hong Kong Securities Limited is acting as financial adviser to the offeror.
Conditions of the proposal include shareholders’ approval of the Scheme and of a special deal relating to a rollover arrangement which allows the trustee of Dali Foods’ share award scheme to retain its shareholding such that the share award scheme could be maintained as an employee incentivisation platform after delisting.
Rongshi International Investment Co., Ltd is a company incorporated in the British Virgin Islands and is wholly owned by Dali Foods’ chairman and controlling shareholder.
Dali Foods is a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange. It is a food and beverage company in China with a diversified presence across multiple categories and industrial segments, a number of consumer brands, and an extensive and in-depth nationwide channel network.
Benita Yu, lead partner for the transaction, comments: "We are honoured to be working with the controlling shareholder of Dali Foods and its financial adviser CICC in such a significant transaction in the consumer sector this year. We will continue to help drive the transaction to fruition."
Sharon Law / Trainee, Jennifer Ho / Trainee