Orient Overseas (International) Limited (OOIL) - HKEx: 316 - today announced the sale of the entire share capital of Orient Overseas Developments Limited (“OODL”), a wholly-owned subsidiary engaged in property development and investment in the PRC, to CapitaLand China (RE) Holdings Co., Ltd (“CapitaLand”) for US$2.2 billion in cash. The consideration was determined after conducting a competitive auction process. As part of the transaction, OOIL will also assign and transfer a US$1.046bn shareholders’ loan to CapitaLand. OOIL will retain its 7.9% interest in Beijing Orient Plaza and continue to wholly own Wall Street Plaza. Morgan Stanley acted as sole financial advisor to OOIL on the transaction.
The transaction represents a major transaction for OOIL. Pursuant to the Hong Kong Stock Exchange Listing Rules (Listing Rules), OOIL will dispatch a shareholders circular in relation to the transaction. The transaction is subject to customary conditions and is expected to be completed by March 31, 2010.
OOIL has obtained written approval from Tung Holdings (Trustee) Inc., (“THTI”) which holds voting rights representing approximately 68.14% of the issued capital of OOIL, approving the transaction in lieu of holding a general meeting of OOIL. As a result, no general meeting of the Shareholders will be required to be convened to approve the transaction.
“The transaction represents the culmination of a lengthy strategic review of our property development and investment business,” said OOIL’s Chairman, Mr. C C Tung. “We are very pleased with the outcome of the transaction and believe that it will strengthen the position of our remaining core business.’
“We believe CapitaLand, as one of Asia’s leading developers, will do an outstanding job completing the development of our portfolio of projects and we look forward to working with them to ensure a smooth transition and integration,” Mr. Tung added.
OODL is a wholly-owned subsidiary of OOIL and conducts property development and investment with a primary focus on opportunities in the Greater Shanghai area and Tianjin, PRC. Its pipeline projects include residential, commercial, retail and hotel products. As at 31 December 2009, the unaudited net book value of the Sale Shares and the Shareholder’s Loan was approximately HK$8.696 billion (approximately US$1.115 billion).
“OOIL intends to use the sale proceeds from the transaction for general working capital purposes and to fund growth opportunities in its core business of container transport and logistics services” noted Mr. Ken Cambie, Chief Financial Officer of OOIL. “OOIL will undertake a fuller review of the potential uses of proceeds from the transaction in due course”, he added.