The China Securities Regulatory Commission (CSRC) has approved Diageo’s request to launch a mandatory tender offer (MTO) for the outstanding shares of Shanghai Stock Exchange-listed ShuiJingFang as required by Chinese takeover regulations.
In June 2011 Diageo gained regulatory approval to acquire an additional 4% stake in Sichuan Chengdu Quanxing Group from Chengdu Yingsheng Investment Holding.
Diageo currently holds 53% of Quanxing. Quanxing itself holds a 39.7% stake and is the largest shareholder in ShuiJingFang. The change of control of Quanxing requires Diageo to make an MTO for the remaining 60.3% outstanding shares of ShuiJingFang.
Diageo expects the MTO to be launched “soon” and it is expected to close 30 days after the launch, with the results to be announced the following day. The MTO price is set at RMB 21.45, which is the minimum price permitted by Chinese takeover regulations.
The offer price of RMB 21.45 per share is 17.16% percent below the closing price of the shares on the Shanghai Stock Exchange on March 19 2012. Diageo has said it does not intend to raise the offer price.
If all other ShuiJingFang shareholders accept the MTO, the maximum amount payable would be approximately RMB 6.3 billion (GBP630m). As required by Chinese law, 20% of the maximum amount payable has already been deposited with the China Securities Depository Clearing Corporation. Diageo will fund the MTO through its “diversified financial resources”.
