S.F. Holding and Kerry Logistics Network Announce Strategic Investment

S.F. Holding and Kerry Logistics Network Limited (‘Kerry Logistics Network’ or ‘the Company’; Stock Code 0636.HK) are pleased to announce the proposed strategic investment and cooperation between the two companies.

Subject to satisfaction of certain pre-conditions, the Offeror, being an indirect wholly-owned subsidiary of S.F. Holding, will make a Partial Offer to obtain 931,209,117 ordinary shares of Kerry Logistics Network, representing approximately a 51.5% stake (on a fully-diluted basis) of the Company at a cash offer price of HK$18.80 per share (the ‘Partial Offer’). In conjunction with the Partial Offer, Kerry Logistics Network’s warehouse assets in Hong Kong will be disposed of to a wholly-owned subsidiary of Kerry Holdings Limited to unlock its shareholder value, and for the Company to operate under an asset-lighter model comparable to international industry peers.

Subject to the completion of the warehouse sale, substantially all of the proceeds from the warehouse sale will be distributed to all those shareholders of the Company who are shareholders of record on the record date as a special dividend of HK$7.28 per share. The total amount of offer price plus special dividend to be received by a shareholder of the Company for every share that the shareholder tenders and is accepted under the Partial Offer would be HK$26.08, comprising the offer price of HK$18.80 per share and the special dividend of HK$7.28 per share.

To facilitate the transaction, the Company’s business in Taiwan, including the interest in Kerry TJ Logistics Company Limited, which is listed on the Taiwan Stock Exchange (‘Kerry TJ Logistics’; Stock Code 2608.TW), will also be sold to a wholly-owned subsidiary of Kerry Holdings Limited in compliance with the laws and regulations in Taiwan. The proceeds from the Taiwan business sale will be retained by the Company for its ongoing growth and developments.

The Partial Offer is subject to fulfillment of certain pre-conditions including, amongst others, the disposal of the Hong Kong warehouse assets, and the disposal of the Taiwan business becoming unconditional under their respective sale agreements, and upon independent shareholders’ approvals being obtained at a Special General Meeting and the relevant regulatory approvals in various jurisdictions in connection with the Partial Offer being obtained.