Shaw Brothers Holdings Limited (00953) disclosed plans to acquire the entire issued share capital of CMC Moon Holdings Limited (the “Target”), a wholly-owned subsidiary of CMC Inc., for a total purchase price of RMB4,576.50 million (approximately HK$5,097.52 million). The transaction will be settled by issuing 15,929,741,365 new shares of Shaw Brothers at HK$0.320 per share, representing about 91.82% of the company’s enlarged share capital.
According to the announcement, the deal might be classified as a “potential extreme transaction” per Rule 14.06C of the Listing Rules, subject to the Stock Exchange’s final determination. Because CMC is a substantial shareholder of Shaw Brothers and is deemed a connected person, the deal also constitutes a connected transaction under Chapter 14A of the Listing Rules. Following completion, CMC’s concert group is expected to hold about 59.74% of the enlarged share capital.
The company will seek shareholder approval for specific mandates related to the issuance of consideration shares and apply for a whitewash waiver under the Takeovers Code. Should that waiver not be granted or approved, the transaction will not proceed. In addition, due diligence is ongoing, and shareholder approval will be sought at an extraordinary general meeting. Shaw Brothers expects to deliver a circular with full details, subject to regulatory approval, on or before 31 March 2026, but emphasizes there is no certainty the proposed acquisition will proceed as planned.
