HongKong Jingang Trade Holding Company Limited offered to acquire remaining 65.7% stake in Ausnutria Dairy Corporation Ltd (SEHK:1717) from Citagri Easter Ltd, Center Laboratories, Inc. (TPEX:4123) and other group of shareholders for HKD 11.9 billion on October 27, 2021. The other sellers include Lin Jung-Chin, Lin O, Li-Chu, Bartle van der Meer, Yan Weibin, Ng Siu Hung, Lau Chun Fai Douglas, Tsai Chang-Hai and Jason Wan. Offer price is set to HKD 10.06 per share. The transaction will be financed with the Committed Facilities. The Offeror has no intention to terminate the employment of any employees. The Offeror has no intention to privatize the Company and intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offers. Ausnutria Dairy comprises three executive Directors, namely Yan Weibin (Chairman), Bartle van der Meer (Chief Executive Officer) and Ng Siu Hung; three non-executive Directors, namely Shi Liang (Vice-Chairman), Qiao Baijun and Tsai Chang Hai; and three independent non-executive Directors, namely Jason Wan, Lau Chun Fai Douglas and Aidan Maurice Coleman. Shi Liang and Tsai Chang-Hai have tendered resignation. The Offeror intends to nominate Sun Donghong and Zhang Zhanqiang as new non-executive Directors.

Offer will be subject to minimum tender of 50% stake. Ausnutria Dairy Corporation Ltd has established an Independent Board Committee. Special committee will include Jason Wan, Lau Chun Fai Douglas and Aidan Maurice Coleman. The Directors make no recommendation as to the fairness or reasonableness of the Offers or as to the acceptance of the Offers in this joint announcement Shareholders. Bartle van der Meer given an irrevocable undertaking with respect to 1,509,000 Share to accept the Offer. Center Laboratories, Yan Weibin and Citagri Easter Ltd will not accept the Offer. Based on the advise from Optima Capital Limited Board Committee of Ausnutria Dairy Corporation believes that Offer is fair and reasonable and recommends the shareholders to accept the offer.

Offer will open on February 10, 2022 and will close on March 3, 2022. CLSA Capital Markets Limited and CITIC Securities International Company Limited acted as financial advisors to HongKong Jingang Trade Holding Company Limited. Asian capital acted as financial advisor to Ausnutria Dairy. Optima Capital Limited acted as financial advisor and fairness opinion provider to the Independent Board Committee of Ausnutria Dairy Corporation. Computershare Hong Kong Investor Services Limited acted as registrar to Ausnutria Dairy Corporation.