Billion Eastgate (Luxembourg) S.à r.l., an indirect wholly-owned subsidiary of Fosun International Limited, awaits completion of a conditional public takeover bid for the outstanding shares of BHF Kleinwort Benson Group SA (BHF KB).
On 23 March 2015, Billion Infinity Investment Limited and Fidelidade-Companhia de Seguros, S.A., two indirect subsidiaries of Fosun, each entered into a share purchase agreement with entities affiliated with Timothy C. Collins in respect of shares of BHF KB.
Fidelidade agreed to purchase 8,879,157 shares of BHF KB at a price of €4.90 per share and Billion Infinity agreed to purchase 3,191,099 shares of BHF KB at a price of €4.90 per share. The completion of these acquisitions was subject to the satisfaction of certain conditions precedent including obtaining the required regulatory approvals in the jurisdictions in which BHF KB has regulated subsidiaries, on or before 20 October 2015.
Fosun has obtained such approvals for the acquisition of a stake of more than 20% and less than 30 % in the following jurisdictions: the United Kingdom, Switzerland, Ireland, Guernsey and Jersey. The procedure is however still pending in respect of Germany and Luxembourg in accordance with the terms provided for under local law.
Since more time is required to satisfy the conditions precedent under the share purchase agreements, in respect of the necessary approvals and consents from all relevant banking regulatory authorities, the parties have agreed on 20 October 2015 to amend the existing agreements.
Fidelidade and Collins have agreed to extend the Long Stop Date to 20 December 2015. Fidelidade has the unilateral option to extend the Long Stop Date twice, each for another five months (i.e. to 20 May 2016 and to 20 October 2016).
Billion Infinity and Collins have agreed to extend the Long Stop Date to 20 October 2016. In this connection, the original share purchase agreement between Billion Infinity and Collins has been replaced by an amended sale and purchase agreement
Fosun was founded in 1992 in Shanghai. Fosun International Limited was listed on the Main Board of The Stock Exchange of Hong Kong Limited on 16 July 2007. Fosun has been
persistently taking roots in China and investing in China’s growth fundamentals. Today, Fosun’s businesses include two major segments, integrated finance and industrial operations.
