Zitong Financial App NewsXiamen Port (03378.HK) $And the offeror Xiamen Port Investment jointly announced that on June 2, 2022, the offeror and the company had entered into a merger agreement and the offeror and the company had agreed to implement the merger in accordance with the terms and conditions of the merger agreement (including the prerequisites and such conditions). After the merger, the company will be absorbed by the offeror in accordance with the Chinese Company Law and other applicable Chinese laws.
According to the merger agreement, upon completion of the preconditions and conditions, the Offeror will pay in cash the write-off price of HK $2.25 per H share to the H share shareholders and RMB1.923795 per domestic share (equivalent to the write-off price per H share at the exchange rate) to the domestic shareholders. The write-off price per H share represents a premium of approximately 55.17% over the closing price of approximately HK $1.45 per H share on the last trading day.
Upon completion of the merger, the offeror will undertake all assets, liabilities, interests, business, employees, contracts and all other rights and obligations of the company, and the company will eventually be deregistered in China.
Upon completion of the prerequisites and all effective conditions, the company will apply to the Stock Exchange for voluntary cancellation of the listing status of H shares on the Stock Exchange in accordance with Rule 6.15 of the listing rules.
As at the date of this joint announcement, the offeror does not own any shares. Xiamen Port Holdings directly and beneficially owns all the shares of the offeror, and directly owns 1.7212 billion domestic shares of the company, as well as 141 million H shares through Xialing Shipping, accounting for about 68.32% of the company's voting interests.
The announcement said that at present, the company's overseas financing function as a listing platform is limited: in view of the fact that the company's H shares have been in a relatively low price range most of the time and the trading volume is low, the company's ability to raise money in the offshore equity market is limited, making it difficult to provide available sources of funds for its business development through equity financing, thereby supporting the offeror and the company's development strategy.
The merger will be conducive to the long-term development of the business: the company is the core business of Xiamen Port Holdings. The merger will help the offeror and Xiamen Port Holdings to fully consolidate and integrate their operations of the company, so that the offeror and Xiamen Port Holdings can support the company's long-term business development more flexibly and efficiently, thus realizing the long-term development strategy of the offeror and Xiamen Port Holdings.
In addition, the delisting of H shares provides an excellent exit opportunity for H shareholders to sell illiquid H shares at a premium, and the write-off price represents a premium to the market price of the company's H shares. In view of this, the implementation of the merger could provide a valuable opportunity for H-share shareholders to immediately realize their investment in the company at an attractive premium and reallocate the proceeds from the sale of H-shares to more liquid alternative investment opportunities.
It is reported that the offeror was established by Xiamen Port Holdings for the purpose of merger and the scope of business stated in its business license includes enterprise headquarters management; information consulting services (excluding licensed information consulting services); handling and port operation. The offeror has not carried on any business since its incorporation and has not carried on any business as at the date of this joint announcement.
The company has applied to the Stock Exchange for approval to resume trading in H-shares at 09:00 on June 6, 2022.