ASIA FLASH: Disgruntled minorities should note Nord Anglia’s recent Cayman fair value judgement and keep an eye on Trina Solar

Shareholders aggrieved by the perceived low-ball USD 56 per ADS (USD 8.4bn equity value) recommended take-private offer for Cayman registered [NYSE:WUBA] should concern themselves with the latest Cayman Grand Court fair value dissent developments.  


Aside from pursuing fair value for their shares by dissenting the deal under Section 238 of Cayman Companies Law, there will likely be no other way for minority shareholders to extract an improved offer from the buyer group.  


With Chinese technology giant Tencent Holdings’ [HKG:0700] onside, the buyer group has now assured by 72.3% of the voting rights. The deal simply requires the nod from two-thirds of all actively voted shares at the EGM. 


Dissatisfied minorities still have options, however. 


As one legal source said, from a dissenter’s perspective, the Cayman Grand Court’s latest fair value judgement, which was published in March and involved the USD 3.3bn (USD 4.8bn EV) take-private of education company Nord Anglia in September 2017, is “heartening”.  


The Court ruled that fair value for shares in Nord Anglia at the time of its take private was USD 37.68 per share. This is 1.16x the USD 32.5 per share merger price.  


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by George Shen and Ed Vinales