Minor International and Dr George Quek, the founder of BreadTalk Group Ltd, announced that they have formed a joint-venture company, BTG Holding Company, in which MINT owns more than 25% and Dr Quek, together with related parties owns the remaining shares.
The parties have also announced that BTG Holding will make a voluntary conditional cash offer (the “General Offer”) to acquire all shares in BreadTalk Group Ltd., a company listed on the Singapore Exchange, other than shares already owned, controlled or agreed to be acquired by BTG Holding. MINT currently holds a 14.2% shareholding interest and Dr. Quek currently holds a 56.3% interest in BreadTalk Group Ltd.
MINT and Dr. Quek have agreed to tender their respective shareholdings in BreadTalk Group Ltd. to BTG Holding in acceptance of the General Offer and thereafter BTG Holding will become the parties’ holding vehicle for their respective investments in BreadTalk Group Ltd., at the agreed 25.1%/74.9% shareholding ratio. The parties’ ultimate beneficial ownership in BreadTalk Group Ltd. following the completion of the General Offer will depend on the outcome of and acceptance levels in the General Offer. Should all offered shareholders accept the General Offer, MINT will be required to make a total investment of SGD 47.3 million, or an equivalent of Baht 1.1 billion.
The General Offer will be at a price of SGD 0.77 per share. The offer price represents a premium of 19.4% on the closing share price of BreadTalk Group Ltd. on 21 February 2020. The General Offer process is expected to take two to three months to complete from the announcement of the offer. Post transaction, provided that the General Offer is successful and reaches the required acceptance level of 90%, BreadTalk Group Ltd. will be delisted from the Singapore Exchange. As MINT and Dr. Quek have undertaken to tender their respective shareholdings in BreadTalk Group Ltd. amounting to 70.5%, an additional 19.5% shareholding is required to accept the General Offer in order to meet this 90% threshold.
Given the lack of necessity for BreadTalk Group Ltd to access equity capital markets and the costs of maintaining BreadTalk Group Ltd.’s listing status, MINT and Dr. Quek agree that being private will bring significant advantages to BreadTalk Group Ltd. Dr. Quek and MINT, following de-listing, intend to undertake a review BreadTalk Group Ltd.’s business activities with a view to streamlining such business activities, with an intention to refocus on and strengthen core business activities and explore potential corporate actions including the disposal of non-core property assets.
With BreadTalk Group entering its twentieth year of operation in 2020, its established brands, including BreadTalk, Toast Box, Food Republic and Din Tai Fung, together with its platform of over 1,000 outlets, form a foundation for future growth under the appropriate management and capital structures. This is despite the softness in China and Hong Kong during 2019, and the COVID-19 situation which will impact 2020 performance.
Mr. Dillip Rajakarier, Group CEO of MINT commented, “We have invested in BreadTalk Group since 2012 because we believe in the brands and its potential. Today, we are delighted to further strengthen our partnership with Dr. George Quek. With BreadTalk Group’s strong brand recognition, market knowledge of Singapore and China and expertise in the food industry, we have a strong growth platform.” He further added, “We are ready to give our full support, and look forward to seeing this investment and partnership flourish in the coming years.”
“We have a strong historical working relationship with MINT, and this partnership will allow us to focus on long-term operational aspects of the business for the benefits of all parties” said Dr. George Quek, the founder of BreadTalk Group Ltd. "I believe in the growth potential of the BreadTalk brands, building on today’s solid network of outlets and underpinned by Asia’s continued rise in household income.”
