Slaughter and May is advising Mr. Ricky Wong on the unconditional mandatory cash offers for HKTV

Slaughter and May is advising Mr. Ricky Wong (Mr. Wong) on the unconditional mandatory cash offers for Hong Kong Technology Venture Company Limited (HKTV) made by Mission Forward Limited (Mission Forward), a company wholly owned by Mr. Wong. Mission Forward entered into sale and purchase agreements to purchase a total of approximately 29.50% of the issued shares in Top Group International Ltd. (Top Group), a company in turn holding approximately 45.01% of the issued shares in HKTV (SPAs). Upon the completion of the SPAs, the Offeror (and Mr. Wong, indirectly) hold approximately 51.80% of the issued shares in Top Group, which in turn holds a controlling interest in HKTV. 

Pursuant to the Hong Kong Takeovers Code, Mission Forward will make an unconditional mandatory cash offer to acquire all of the issued shares in HKTV (Share Offer). Shareholders will receive a consideration of HK$0.654 in cash for each offer share, and the maximum cash consideration payable under the Share Offer is approximately HK$250 million (US$31.86 million). Mission Forward will also make an unconditional mandatory cash offer to cancel all outstanding share options granted by HKTV (Option Offer). Somerley Capital Limited is acting as the financial adviser to Mission Forward in respect of the offers. Mission Forward intends to satisfy the maximum cash consideration payable under the Share Offer and the Option Offer by its internal financial resources and loans.

Slaughter and May had also advised on HKTV’s share buy-back by general offer and the related whitewash waiver in 2024.

HKTV was established in 1992 and listed on the Main Board of the Stock Exchange since 1997. Through its wholly owned subsidiaries, HKTV develops, owns and operates its Hong Kong Ecommerce business represented by HKTVmall, which is the largest 24-hour online shopping mall in Hong Kong.

Mission Forward is a company incorporated in British Virgin Islands with limited liability, and is a special purpose vehicle established by and wholly-owned by Mr. Wong, principally engaged in investment holding.

Benita Yu, senior partner and lead partner for the transaction, comments: “We are pleased to be advising Mr. Wong on his further investment in HKTV, having previously advised on HKTV’s landmark share buy-back by general offer. These deals are a testament to HKTV’s and Mr. Wong’s confidence in the long-term prospects of HKTV, and we look forward to continuing our support for HKTV’s growth and development.”