Slaughter and May is advising Bank of America in its proposed sale of its controlling stake in Vinda under a USD3.35 billion voluntary cash offer from the RGE Group

Slaughter and May, Hong Kong, is acting for Bank of America (“BofA”), the financial adviser to Essity Aktiebolag (publ) (“Essity”) in relation to the proposed sale of its controlling stake in Vinda International Holdings Limited (“Vinda”) through a pre-conditional voluntary conditional cash offer (the “Offer”) by BNP Paribas and CICC on behalf of the offeror, an SPV established by the RGE group owned by Mr. Sukanto Tanoto. The Offer will be made at a cash consideration of HKD23.50 per share. The amount of cash required to implement the Offer is approximately HKD26,128.70 million (USD3.35 billion). The Offer was announced on 15 December 2023.

Both Essity and Mr. Li Chao Wang, the chairman of Vinda, have given irrevocable undertakings to accept the Offer in respect of approximately 72.62% of the issued share capital of Vinda. Subject to compliance with the relevant legal requirements, the offeror will have the right to compulsorily acquire the remaining shares of Vinda and apply for the withdrawal of the listing of its shares from the Hong Kong Stock Exchange.

The making of the Offer is subject to the fulfilment of pre-conditions relating to regulatory approvals and the issue of an option letter by Essity to Vinda. Upon the change of control in Vinda, Essity intends to terminate certain licences granted to Vinda. Given the significance of those licences to Vinda, Essity has agreed to offer and grant an option to Vinda to enter into a new licence agreement in respect of key brands on terms substantially in line with the current arrangements with necessary amendments to reflect the new arms’ length relationship between Essity and Vinda.

Essity is a leading hygiene and health company listed on Nasdaq Stockholm. It conducts sales in approximately 150 countries under the leading global brands TENA and Tork and other strong brands including Vinda, Tempo, Libero and Libresse.

BofA is the financial adviser to Essity in this transaction.

The offeror is a special purpose vehicle indirectly wholly-owned by the APRIL group. The APRIL group is one of the largest, most technologically advanced and efficient makers of pulp and paper products in the world and is wholly-owned by Fiduco Trust Management PTC, which is a trustee of a discretionary trust established by Mr. Sukanto Tanoto as settlor and whose beneficiaries are the immediate family members of Mr. Sukanto Tanoto.

Vinda is listed on the Hong Kong Stock Exchange. It is principally engaged in the manufacturing and sale of tissue and personal care products.

Benita Yu, lead partner, comments, “We are delighted that the strategic review by Essity of its controlling stake in Vinda, as announced in April this year has progressed to a firm deal and that we are able to assist on resolving complicated regulatory hurdles which paved the way for the sale to be agreed to be made by Essity. Congratulations to Bank of America and Essity for reaching this important landmark.”

Hong Kong
Benita Yu Senior Partner
Christine Yu Counsel
Queenie Shum Associate

Carolyn Stannard / Trainee