Ashurst has advised Dakang Australia Holdings Pty Ltd (Dakang Australia) in relation to the potential acquisition of S. Kidman & Co Ltd (Kidman) via takeover offer for approx A$370million. Dakang Australia is 51% owned by Dakang (HK) Holdings Limited (a wholly owned subsidiary of Hunan Dakang Pasture Farming Co., Ltd) and 49% by Shanghai CRED Real Estate Stock Co., Ltd.
On 20 April 2016, Dakang Australia and ARC (the Consortium) announced that it had entered into a Bid Implementation Agreement (BIA) with Kidman, under which the Consortium has committed to make a takeover offer to acquire all of the ordinary shares in Kidman (Offer). Under the Offer, Dakang Australia acquires 80% and ARC 20% of all Kidman's shares, offering a cash consideration of $31.38 for each ordinary.
Under the BIA, Kidman has agreed to announce that each director of Kidman will recommend the Offer in the Target's Statement, subject to there being no superior offer and the Independent Expert concluding that the Offer is both fair and reasonable to Kidman's shareholders.
The Offer is subject to the satisfaction of a number of conditions, including foreign investment approval by the Commonwealth Treasurer, divestment of Anna Creek Station, the shareholder approval of ARC and Hunan Dakang Pasture Farming Co. Ltd (the majority shareholder in Dakang Australia), and obtaining certain PRC regulatory approvals. The Consortium will lodge its Bidder's Statement with ASIC and serve it on Kidman on 2 May 2016. The Offer is scheduled to close on 5 August 2016.
Ashurst acted for Dakang Australia on all Australian law aspects of the transaction.
The Ashurst team was led by partners Kylie Lane (Corporate) in our Melbourne office and Michael Sheng in our Shanghai office. They commented: "We are very pleased to have assisted Hunan Dakang and Dakang Australia to reach this important milestone in the transaction, and look forward to working to satisfy the conditions to the Offers."
Kylie and Michael were assisted by senior associates Eliza Blandford and Andrew Gay (Corporate). Ken Nguyen (partner, Banking), led the team advising on the acquisition finance facility.
