Times Holdings II Ltd. is offering to buy HNA Finance I Co. Ltd.'s approximately 69.54% stake in Hong Kong International Construction Investment Management Group Co. Ltd. for a total consideration of about HK$7.02 billion.
Blackstone Group LP-controlled funds will finance Times Holdings' conditional agreement with the HNA Group Co. Ltd. subsidiary for the acquisition of 2,340,904,131 shares in the Hong Kong-listed company primarily engaged in construction works and property development and investment.
Conditions for the deal include the execution of release documents by PAG Holdings Ltd.'s PA Glamorous Opportunity X Ltd. subsidiary in relation to HNA Finance's 1,394,359,960 shares in Hong Kong International. The shares were charged to PA Glamorous after it agreed to provide a loan facility for HNA Finance.
The sale and purchase agreement for the stake deal was signed after market March 8 and is expected to be completed after 13 business days.
Subject to the completion of the stake transfer, Times Holdings will be required by the takeovers code of Hong Kong to submit a mandatory unconditional cash offer for all the remaining shares of Hong Kong International. The offeror intends to make the HK$3.00-per-share cash offer through its financial adviser, The Hongkong and Shanghai Banking Corp. Ltd.
Hong Kong International established an independent board committee to decide if the terms of the impending buyout bid are fair and reasonable. It will also appoint an independent financial adviser to advise the recently formed committee regarding the nearly HK$3.75 billion proposal.
Times Holdings is a limited liability company owned by various funds that are ultimately owned by private equity giant Blackstone.