MARVELLOUS Glory Holdings, the special vehicle that is planning to make a voluntary conditional offer to acquire all the shares of mainboard-listed vegetable processor China Minzhong Food Corporation (CMZ) at S$1.20 apiece, has unveiled two pre-conditions that must be satisfied for the offer to go through.
The first is that Indonesia-listed Indofood Sukses Makmur (ISM), the single largest shareholder of CMZ, must pass at a general meeting attended by ISM's independent shareholders the acceptance of the offer pursuant to its irrevocable undertaking. That is, all resolutions must be satisfied for the approval of ISM's disposal of all of its 543.24 million shares, representing about 82.88 per cent of the total number of issued shares in CMZ.
The second is that Hong Kong-listed First Pacific Company (FC), which holds a 50.07 per cent shareholding interest in ISM, must pass at a general meeting attended by FC's independent shareholders the acceptance of the offer pursuant to its irrevocable undertaking. Likewise, all resolutions must be satisfied to approve of ISM's disposal of all of its 543.24 million shares.
In the pre-conditional offer announcement that CMZ submitted to Singapore Exchange (SGX) on Wednesday, Marvellous Glory said that the offer would not be made unless and until the pre-conditions are satisfied on or before Dec 31, or such other date as the offeror and ISM may determine in consultation with the Securities Industry Council.
Marvellous Glory added that should the offer go through, CMZ will be privatised and delisted from SGX.
CMZ said that subject to the offer being made, CMZ's board, in due course, will appoint an independent financial adviser to advise the independent directors of the company on the offer. CMZ also requested for the trading halt in its shares to be lifted, before the opening of the market on Wednesday.