Zitong Financial App NewsRajafreespinsDianmei Packaging (00468) as the target company and the offeror Jingfeng Holdings Co., Ltd. (Shandong Xinjufeng indirectly wholly owned) jointly announced that the financial adviser will represent the offeror on the premise that the conditions are met or (if exempted) are exempted. Make a voluntary conditional comprehensive cash offer to acquire all issued shares from shareholders (except those shares that have been held or agreed to be acquired by the offeror or persons acting in concert with the offeror).

As of the date of this announcement, according to the public information available to the offeror, the underlying company has issued 14Rajafreespins.700 million shares, of which 377 million shares (accounting for approximately 26.80% of the issued share capital of the underlying company as at the date of this announcement) are held by the offeror. According to the public information available to the offeror, as of the date of this announcement, the underlying company has no outstanding options, warrants, derivatives or securities with rights to subscribe for or convert into shares.

As at the date of this announcement, based on the offer price of HK $2.65 per share and 1.407 billion issued shares, the value of the total issued share capital of the underlying company is HK $3.729 billion. Based on the offer price of HK $2.65 per share and 1.03 billion offer shares, and assuming that no new shares are issued after the date of this announcement, the maximum consideration payable to shareholders under the offer is approximately HK $2.729 billion. The offer price per offer share represents a premium of approximately 26.19% over the closing price of HK $2.10 per share as quoted on the Stock Exchange on the last trading day.

The offeror intends to use the offer financing to allocate the cash required by the offer, and the offer financing will be secured by, among other things, the share charge.

The announcement said that after the end of the offer (assuming that the offer becomes unconditional in all aspects), Shandong New Jufeng (301296.SZ) will become the controlling shareholder. Shandong Xinjufeng believes that Shandong Xinjufeng will provide strong shareholder support for the strategic development of the underlying company group, and believes that the two groups are expected to achieve synergy in superior resources, technology and business operations. Expected synergies include, but are not limited to, optimizing business, strengthening talent sharing, reducing R & D costs per unit and reducing common management costs. It is expected that the offeror will help to further improve the operational efficiency of the target company, strengthen the supervision over the operation and management of the target company, and improve the corporate governance level of the target company, so as to finally realize the long-term sustainable development of the target company and create value for shareholders. However, there may be uncertainty about the extent to which and how long it will take to achieve these goals, depending on whether the target group of companies can promote and successfully implement the relevant measures.

According to section 88 of the Cayman companies Law, if the offeror has received valid acceptance of not less than 90% of the offer shares within four months after the date of the offer document, the offeror may compel the acquisition of the offer shares that the offeror has not acquired under the offer. Upon completion of the compulsory acquisition (if applicable), the underlying company will become a wholly owned subsidiary of the offeror and will apply for de-listing of the shares on the Stock Exchange in accordance with Rule 6.15 of the listing rules.

If the acceptance level of the offer reaches the level required for a compulsory acquisition as required by the Cayman companies Law and complies with Rule 2.11 of the Takeovers Code, trading in the shares will be suspended from the cut-off date, until the shares are withdrawn from listing on the Stock Exchange in accordance with Rule 6.15 of the listing rules.