S.F. Holding and Kerry Logistics Network Announce Strategic Investment and Cooperation

February 10, 2021 - 02:55
S.F. Holding and Kerry Logistics Network Announce Strategic Investment and Cooperation

HONG KONGSAR - MediaOutReach - 10 February 2021 - S.F. Holding Co., Ltd. ('S.F. Holding'; Stock Code 002352.SZ) and KerryLogistics Network Limited ('Kerry Logistics Network' or 'the Company'; Stock Code 0636.HK) are pleased to announce the proposedstrategic investment and cooperation between the two companies.


Subjectto satisfaction of certain pre-conditions, the Offeror, being an indirect wholly-ownedsubsidiary of S.F. Holding, will make a Partial Offer to obtain 931,209,117 ordinary shares of KerryLogistics Network, representing approximately a 51.5% stake (on a fully-dilutedbasis) of theCompany at a cashoffer price of HK$18.80 per share (the 'Partial Offer'). In conjunction with the PartialOffer, Kerry Logistics Network's warehouseassets in Hong Kong will be disposed ofto a wholly-owned subsidiary of Kerry Holdings Limited to unlock its shareholdervalue, and forthe Company to operate under an asset-lighter model comparable tointernational industry peers. Subject to the completion of thewarehouses sale, substantiallyall of the proceeds from the warehouses sale will be distributed to all those shareholdersof the Company who are shareholders of record on the record date as a specialdividend of HK$7.28 per share. The total amount of offer price plusspecial dividend to be received by a shareholder of the Company for every sharethat the shareholder tenders and is accepted under the Partial Offer would beHK$26.08, comprising the offer price of HK$18.80 per share and the special dividendof HK$7.28 per share.


To facilitate the transaction, the Company's businessin Taiwan, including the interest inKerry TJ Logistics Company Limited, which is listed on the Taiwan Stock Exchange ('KerryTJ Logistics'; Stock Code 2608.TW),will also be sold to a wholly-owned subsidiary of Kerry Holdings Limited in compliance withthe laws and regulations in Taiwan. The proceeds from theTaiwan business sale will be retained by theCompany for its ongoing growth and developments.


The PartialOffer issubject to fulfilment of certain pre-conditions including, amongst others, thedisposal of the Hong Kong warehouse assets, and the disposal of the Taiwanbusiness becoming unconditional under their respective sale agreements, andupon independent shareholders' approvals being obtained at a Special GeneralMeeting and the relevantregulatory approvals in various jurisdictions inconnection with the PartialOffer being obtained.


Thecooperation will bring together the core competencies of S.F.Holding and Kerry Logistics Network across multiple verticals to create a leadingAsia-based global logistics platform to meet ever-changing demands.


Underthe strategic cooperation, Kerry Logistics Network will be positioned as S.F.Holding's platform for internationalbusiness. S.F.Holding and the Company will also collaborate with each other in Greater Chinato better align their respective businesses. By tapping into different customer segments, S.F.Holding and Kerry Logistics Network will coexist as separate entities inMainland China, Hong Kong and Macau. The Company will continueto grow its logistics businesses, bothin terms of scale and coverage. The partnership is expected to create significantsynergies to boost both companies' growth and leadership in the logisticssector with clear business focuses and complementary strengths to bring valueto investors.


Subsequent to the completion of the proposedtransaction, Kerry Logistics Network's listed status on the Hong Kong StockExchange will remain unchanged. TheKerry Group of companies will still hold a significant interest in the Company,which will continue to operate under the "Kerry" names with a clearbrand identity and be managed by its current core leadership team across allmarkets.



About S.F. Holding (Stock Code: 002352.SZ)

S.F. is a leading integratedlogistics service provider in China with services ranging from expressdelivery, e-commerce parcel, freight, cold chain, international express,intra-city delivery and supply chain management. With one of the mostcomprehensive networks of aviation and ground capacities in China, S.F. is ableto provide high-quality logistics services at the distribution end and alsoextends its services to front-end processes of the value chain, includingproduction, supply, marketing, and distribution.


S.F. advocates to leverage theuse of advanced information technology and innovative solutions to improveoperation efficiency and add value to customers. Based on consumer demands andleveraging big data analysis and cloud computing technologies, S.F. offers itscustomers holistic logistics services such as warehouse management, salesforecasting, big data analysis, and financial management.

About Kerry Logistics Network Limited (Stock Code: 0636.HK)

Kerry Logistics Network is an Asia-based,global 3PL with a highly diversified business portfolio and the strongestcoverage in Asia. It offers a broad range of supply chain solutions fromintegrated logistics, international freight forwarding (air, ocean, road, railand multimodal), industrial project logistics, to cross-border e-commerce,last-mile fulfilment and infrastructure investment.


With a global presence across 59 countriesand territories, Kerry Logistics Network has established a solid foothold inhalf of the world's emerging markets. Its diverse infrastructure, extensivecoverage in international gateways and local expertise span across China,India, Southeast Asia, the CIS, Middle East, LATAM and other locations.


Kerry Logistics Network generated a revenueof over HK$40 billion in 2019 and is the largest international logisticscompany listed on the Hong Kong Stock Exchange.