As at Dec 20, TPH holds an interest of 42.8% of the total number of issued shares in the capital of Tianjin Zhong Xin.
The acquisition comes as TPH received a notice from its controlling shareholder, Tianjin Bohai State-owned Assets Management that Jinhushen Biological Medical Science and Technology was the only successful bidder during the public tender-for-sale.
The acquisition was made on Dec 19, as Jinhushen Biological entered into a sale and purchase agreement (SPA) with Tianjin Bohai State-owned Assets Management.
Jinhushen Biological is a China-incorporated company that is in the business of technical research and development (R&D) of biological and chemical products, the manufacturing and sale of pharmaceutical equipment, as well as other services, with a registered capital of RMB5 billion ($1.01 billion).
As at Dec 20, the shareholders of Jinhushen Biological are Shanghai Liuliguang Medical Development, Shenzhen Qianhai Furong Asset Management, Shenzhen Ruice Biological Medical Development and Hainan Special Economic Zone Yousheng Enterprise Management Limited Partnership, who hold interests of 35%, 34%, 16% and 15% respectively.
Following the acquisition, the Securities Industry Council of Singapore (SIC) has confirmed that “that any person which acquires statutory control of TPH shall be required to make an offer for Shares not held by such person and its concert parties”.
A mandatory cash offer – known as the S Shares Chain Offer – will be made by the Joint Singapore Financial Advisers for and on behalf of TPH for the shares listed on the SGX.
A separate mandatory cash offer – the A Shares Chain Offer – will be made by Jinhushen Biological for the shares listed on the Shanghai Stock Exchange.
The SIC has ruled that the price for the S Shares Chain Offer will be the higher of the simple average of the volume weighted average traded prices (VWAP) of the S Shares on the SGX-ST on the latest 20 trading days or the number of trading days within the 30 calendar days; or the price calculated by the ratio of the simple average of the VWAP of the S shares and the A shares over six months to the A shares offer price.
It adds that the price of the A Shares Chain Offer will be the highest of the simple average of the VWAP of the A shares on the Shanghai Stock Exchange on the latest 20 trading days or the number of days within the 30 calendar days; the price calculated by applying the ratio to the S shares offer price; or the price required under the applicable regulations in China.
Accordingly, if and when made, the offer prices of the A Shares Chain Offer will be at RMB17.43 per share, and 89.3 US cents per share for the S Shares Chain Offer.
The chain offers will not be made unless and until the acquisition is completed, and the chain offer condition is satisfied or waived.
As at 9.04am, shares in Tianjin Zhong Xin are trading 18 US cents lower or 16.5% down at 91 US cents.
