Minor International (MINT) yesterday announced an agreement with HNA Group to purchase an equity stake of 25.2% in NH Hotel Group valued at €619 million (22.9 billion baht).
The purchase follows Minor's earlier purchase of a 9.5% shareholding (on a fully diluted basis) in NH Hotel Group. Minor also confirmed plans to launch an all-cash public tender offer to acquire NH Hotel Group's remaining shares.
Dillip Rajakarier, chief executive of Minor Hotel Group, said the stake buys will enable creation of a network of more than 540 hotels with a reach across Asia, Oceania, the Middle East, Africa and Europe, all important markets.
The network will allow the two companies to capitalise on their leadership positions in key growth areas, highly complementary asset and brand portfolio, technology platform and talented employees, Mr Rajakarier said.
The offer will be at a price not lower than Minor's highest acquisition price in the last 12-month period, €6.40 a share (subject to fair price adjustments).
Minor is targeting a shareholding in NH Hotel Group of 51-55% and intends to keep NH Hotel Group as a publicly listed company on the Madrid Stock Exchange with strong corporate governance.
Based on the target ownership level, the acquisition will be funded through debt instruments.
"Today we are embarking on a new era, driving investment strategy to further cement our footprint in the European hospitality industry," Mr Rajakarier said.
He said Minor can support NH Hotel Group with its food and beverage expertise, where appropriate, to enhance the customer experience and maximise revenue potential.
"Together, we will be well-positioned to achieve greater success, provide greater value to customers and create more exciting growth opportunities than either company could achieve alone," Mr Rajakarier said.
The share purchase from HNA Group will come in two tranches.
The first tranche of 65.85 million shares, representing 16.8% shareholding on a fully diluted basis, will be completed on or around June 15.
The second tranche, consisting of 32.94 million shares or 8.4% on a fully diluted basis, is expected to be completed in September.
In addition, Minor is set to launch an all-cash public tender offer to acquire NH Hotel Group's remaining shares.
The proposed tender offer is subject to the approval of Minor's shareholders, the National Securities Market Commission of Spain and the relevant anti-trust authorities.
The final acquisition percentage will be dependent on NH Hotel Group's existing shareholders' decision to sell their shares at Minor's proposed tender offer price.
The process is expected to take 3-5 months after the launch of the tender offer.
MINT shares closed yesterday on the Stock Exchange of Thailand at 35.75 baht, up two baht, in trade worth 1.9 billion baht.