Yong Xin to acquire Oriental Land Limited

Learn more about the reverse takeover.

In a disclosure to the Singapore Exchange, the board of directors (Board) of Yong Xin International Holdings Ltd. (Company) wishes to announce that the Company had on 22 May 2013 entered into a conditional sale and purchase agreement (SPA) with Oriental International Capital Limited (Vendor) and Better Ace International Limited (Undertaking Shareholder) and Pu Xiaofang (Individual Shareholder), pursuant to which the Company will acquire from the Vendor, the entire issued share capital (Sale Shares) of Oriental Land Limited (Target) for a consideration to be satisfied in full by the issue of new ordinary shares in the capital of the Company (Consideration Shares) at the issue price of S$0.565 per Consideration Share (Issue Price).

The purchase consideration (Purchase Consideration) for the Sale Shares payable by the Company shall be: (i) S$340 million; or (ii) the sum equivalent to 70% of the Realisable Net Asset Value (RNAV) of the Target Group as at 30 June 2013 as mutually agreed and determined by both the Vendor and the Company, based on valuation determined by an independent market valuer (the choice of whom is acceptable to the both the Vendor and the Company), whichever is lower and shall be satisfied on completion of the Proposed Acquisition by the issue and allotment to the Vendor (or its designated nominees as it may direct) such number of Consideration Shares (fractional entitlement disregarded) at the Issue Price depending on the final Purchase Consideration.

Yong Xin said that for illustration purposes, assuming that the Purchase Consideration is S$340 million, 601,769,911 Consideration Shares will be issued and allotted to the Vendor.

The Purchase Consideration was arrived at on a willing buyer and willing seller basis, after taking into account, inter alia, the following factors: (i) the unaudited consolidated profit after tax of the Target Group of approximately RMB70.4 million, RMB100.4 million and RMB78.8 million for the financial years ended 31 December 2010, 2011 and 2012 respectively; (ii) the unaudited net asset value (“NAV”) attributable to the owners of the Target Group of RMB387.0 million as at 31 December 2012; (iii) the indicative valuation of the Target Group of approximately RMB2.5 billion as at 31 December 2012 as determined by an independent market valuer in a draft report; and (iv) the indicative RNAV of the Target Group of approximately RMB2.1 billion using the unaudited NAV adding the surplus arising from the valuation of the assets which is based on the draft valuation report as mentioned in paragraph 2.3.2(iii); and (v) the business prospects of Target Group and the benefits arising from the Proposed Acquisition.