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

HONG KONG
SAR – Media
OutReach – 10 February 2021 – S.F. Holding Co., Ltd. (‘S.F. Holding’; Stock Code 002352.SZ) 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
warehouses sale, substantially
all of the proceeds from the warehouses 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 fulfilment 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.

 

The
cooperation will bring together the core competencies of S.F.
Holding and Kerry Logistics Network across multiple verticals to create a leading
Asia-based global logistics platform to meet ever-changing demands.

 

Under
the strategic cooperation, Kerry Logistics Network will be positioned as S.F.
Holding’s platform for international
business. S.F.
Holding and the Company will also collaborate with each other in Greater China
to better align their respective businesses. By tapping into different customer segments, S.F.
Holding and Kerry Logistics Network will coexist as separate entities in
Mainland China, Hong Kong and Macau. The Company will continue
to grow its logistics businesses, both
in terms of scale and coverage. The partnership is expected to create significant
synergies to boost both companies’ growth and leadership in the logistics
sector with clear business focuses and complementary strengths to bring value
to investors.

 

Subsequent to the completion of the proposed
transaction, Kerry Logistics Network’s listed status on the Hong Kong Stock
Exchange will remain unchanged. The
Kerry Group of companies will still hold a significant interest in the Company,
which will continue to operate under the “Kerry” names with a clear
brand identity and be managed by its current core leadership team across all
markets.