TIDMHCM
RNS Number : 0348W
Hutchmed (China) Limited
07 December 2023
Overseas Regulatory Announcement -
Disposal of Interest in Consumer Products Businesses
HUTCHMED (China) Limited ("HUTCHMED") notes the below text,
which is from an announcement released to the Stock Exchange of
Hong Kong Limited on December 7, 2023 pursuant to Chapters 14 and
14A of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited.
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM; HKEX: 13) is an innovative,
commercial-stage, biopharmaceutical company. It is committed to the
discovery and global development and commercialization of targeted
therapies and immunotherapies for the treatment of cancer and
immunological diseases. It has approximately 5,000 personnel across
all its companies, at the center of which is a team of about 1,800
in oncology/immunology. Since inception it has focused on bringing
cancer drug candidates from in-house discovery to patients around
the world, with its first three medicines marketed in China, the
first of which is also marketed in the U.S. For more information,
please visit: www.hutch-med.com or follow us on LinkedIn.
CONTACTS
Investor Enquiries +852 2121 8200 / +1 973 306 4490 / ir@hutch-med.com
Media Enquiries
Ben Atwell / Alex Shaw, FTI Consulting +44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779
545 055 (Mobile) / HUTCHMED@fticonsulting.com
Zhou Yi, Brunswick +852 9783 6894 (Mobile) / HUTCHMED@brunswickgroup.com
Nominated Advisor
Atholl Tweedie / Freddy Crossley / Daphne Zhang, Panmure
Gordon +44 (20) 7886 2500
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
HUTCHMED (China) Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 13)
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION
IN RELATION TO DISPOSAL OF
INTEREST IN CONSUMER PRODUCTS BUSINESSES
On December 7, 2023, the Seller (a wholly-owned subsidiary
of the Company) and HWCL (an indirect subsidiary of CK Hutchison)
entered into the Share Sale and Purchase Agreement relating
to the disposal by the Seller of its interest in the Consumer
Products Businesses for an aggregate purchase price of HK$39.8
million (US$5.1 million).
Closing of the Disposal took place on the date of the Share
Sale and Purchase Agreement.
REASONS FOR, AND BENEFITS OF, THE DISPOSAL
As the core business of the Group is the discovery and global
development and commercialization of targeted therapies and
immunotherapies for the treatment of cancer and immunological
diseases, the disposal by the Seller of its interest in the
Consumer Products Businesses will allow the Group to focus
resources on its core business areas.
IMPLICATIONS UNDER THE LISTING RULES
As at the date of this announcement, Hutchison Healthcare
Holdings Limited holds approximately 38.16% of the shares
in the Company. As HWCL is the holding company of Hutchison
Healthcare Holdings Limited, HWCL is a connected person of
the Company, and the Disposal constitutes a connected transaction
of the Company under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios (namely, the profits
ratio) in respect of the Disposal exceeds 5% but all are less
than 25%, the Disposal constitutes a discloseable transaction
for the Company under Chapter 14 of the Listing Rules. As
one or more of the applicable percentage ratios in respect
of the Disposal exceed 0.1% but all (other than the profits
ratio) are less than 5%, the Disposal is subject to the reporting
and announcement requirements but is exempt from the circular
and independent shareholders' approval requirements under
Chapter 14A of the Listing Rules.
A. INTRODUCTION
On December 7, 2023, the Seller (a wholly-owned subsidiary of
the Company) and HWCL (an indirect subsidiary of CK Hutchison)
entered into the Share Sale and Purchase Agreement relating to the
disposal by the Seller of the Consumer Products Businesses.
B. THE SHARE SALE AND PURCHASE AGREEMENT
The principal terms of the Share Sale and Purchase Agreement are
set out below:
Date
December 7, 2023
Parties
(i) the Seller (as seller); and
(ii) HWCL (as purchaser).
Subject Matter
The Seller agreed to sell, and HWCL agreed to purchase, all of
the shares in (i) HOIHL, which indirectly holds the Company's 50%
interest in its consolidated joint venture, Hutchison Hain Organic
(Hong Kong) Limited, and (ii) HCPHL, which holds the Company's
interest in its indirect wholly-owned subsidiary, HUTCHMED Science
Nutrition Limited, each of which is principally engaged in
wholesale and trading of healthcare and consumer products.
Consideration
The aggregate purchase price for the Sale Shares is HK$39.8
million (US$5.1 million) and is payable in cash by HWCL. The
purchase price was determined after arm's length negotiations
between the parties with reference to the Seller's share of the
aggregate net asset value of HOIHL and HCPHL as at October 31,
2023. The aggregate purchase price was paid by HWCL at closing of
the Disposal.
Closing
Closing of the Disposal took place on the date of the Share Sale
and Purchase Agreement.
Immediately before the closing of the Disposal, HOIHL and HCPHL
were indirect wholly-owned subsidiaries of the Company. Upon
closing of the Disposal:
(a) HOIHL and its subsidiaries (including Hutchison Hain Organic
(Hong Kong) Limited) and HCPHL and its subsidiary (being HUTCHMED
Science Nutrition Limited) ceased to be subsidiaries of the
Company;
(b) the existing framework products supply and marketing
services agreement entered into between the Company and A.S. Watson
(an indirect subsidiary of CK Hutchison) relating to the supply of
products by the Group to A.S. Watson Group and the associated
provision of marketing services and product labelling services by
A.S. Watson Group to the Group will be terminated; and
(c) the existing products supply agreement entered into between
an indirect subsidiary of HOIHL and Hain Celestial remains in
effect but no longer constitutes transactions of the Group.
C. REASONS FOR, AND BENEFITS OF, THE DISPOSAL
As the core business of the Group is the discovery and global
development and commercialization of targeted therapies and
immunotherapies for the treatment of cancer and immunological
diseases, the disposal by the Seller of its interest in the
Consumer Products Businesses will allow the Group to focus
resources on its core business areas.
The Directors (including independent non-executive Directors)
consider that the Disposal is on normal commercial terms and in the
ordinary and usual course of business of the Group and the terms of
the Share Sale and Purchase Agreement are fair and reasonable and
in the interests of the Company and the Shareholders as a
whole.
The Company expects to record a gain on disposal of
approximately US$0.1 million based on the difference between the
aggregate purchase price for the Sale Shares and the Seller's share
of the net asset values of HOIHL and HCPHL. The actual gain to be
recorded by the Company is subject to audit, and therefore may vary
from the amount mentioned above. The Company intends to use the
proceeds from the Disposal in its core business of discovery and
global development and commercialization of targeted therapies and
immunotherapies for the treatment of cancer and immunological
diseases.
While none of the Directors has any material interest in the
Disposal, Mr TO Chi Keung, Simon, Dr Dan ELDAR and Ms Edith SHIH
who are also directors of CK Hutchison, HWCL or CK Hutchison's
related companies voluntarily abstained from voting on the board
resolutions of the Company approving the Disposal.
D. IMPLICATIONS UNDER THE LISTING RULES
As at the date of this announcement, Hutchison Healthcare
Holdings Limited holds approximately 38.16% of the shares in the
Company. As HWCL is the holding company of Hutchison Healthcare
Holdings Limited, HWCL is a connected person of the Company, and
the Disposal constitutes a connected transaction of the Company
under Chapter 14A of the Listing Rules.
As one of the applicable percentage ratios (namely, the profits
ratio) in respect of the Disposal exceeds 5% but all are less than
25%, the Disposal constitutes a discloseable transaction for the
Company under Chapter 14 of the Listing Rules. As one or more of
the applicable percentage ratios in respect of the Disposal exceed
0.1% but all (other than the profits ratio) are less than 5%, the
Disposal is subject to the reporting and announcement requirements
but is exempt from the circular and independent shareholders'
approval requirements under Chapter 14A of the Listing Rules.
E. INFORMATION ON THE PARTIES, HOIHL AND HCPHL
(1) The Company
The Company is an innovative, commercial-stage,
biopharmaceutical company. It is committed to the discovery and
global development and commercialization of targeted therapies and
immunotherapies for the treatment of cancer and immunological
diseases. It has approximately 5,000 personnel across all its
companies, at the centre of which is a team of about 1,800 in
oncology/immunology. Since inception, it has focused on bringing
cancer drug candidates from in-house discovery to patients around
the world, with its first three medicines marketed in China, the
first of which is also marketed in the U.S..
(2) HWCL
HWCL is a subsidiary of CK Hutchison and is actively engaged in
a number of ventures and other activities in mainland China, Hong
Kong and the United Kingdom. These investments include the
provision of aircraft management, maintenance and engineering, the
manufacture and sale of household and industrial detergent
products, the distribution of consumer goods, the provision of
logistics services and the operation of a rice farm and rice
trading.
(3) HOIHL
HOIHL is an investment holding company which holds the 50%
interest of the Company in its consolidated joint venture,
Hutchison Hain Organic (Hong Kong) Limited, which is principally
engaged in wholesale and trading of healthcare and consumer
products.
Based on the unaudited consolidated financial statements of
HOIHL prepared in accordance with International Financial Reporting
Standards, the unaudited net profits before and after taxation of
HOIHL for the two years ended December 31, 2021 and 2022 are:
(unaudited)
For the year ended December
31,
-------------------------------
2021 2022
--------------- --------------
(in US$'000)
Net profit before taxation 1,931 1,109
Net profit after taxation 1,623 971
The unaudited consolidated net asset value of HOIHL as at
October 31, 2023 was approximately US$9.2 million.
(4) HCPHL
HCPHL is an investment holding company which holds the 100%
interest of the Company in HUTCHMED Science Nutrition Limited,
which is principally engaged in wholesale and trading of healthcare
and consumer products.
Based on the unaudited consolidated financial statements of
HCPHL prepared in accordance with International Financial Reporting
Standards, the unaudited net profits before and after taxation of
HCPHL for the two years ended December 31, 2021 and 2022 are:
(unaudited)
For the year ended December
31,
-------------------------------
2021 2022
-------------- ---------------
(in US$'000)
Net profit before taxation 177 1,160
Net profit after taxation 182 972
The unaudited consolidated net asset value of HCPHL as at
October 31, 2023 was approximately US$0.5 million.
F. DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions have the following meanings:
"A.S. Watson" A.S. Watson Holdings Limited, a company incorporated
in the Cayman Islands and an indirect subsidiary
of CK Hutchison
"A.S. Watson Group" A.S. Watson and its subsidiaries
"CK Hutchison" CK Hutchison Holdings Limited, a company incorporated
in the Cayman Islands with limited liability,
the shares of which are listed on the Main Board
of the Stock Exchange (stock code: 1)
"Company" HUTCHMED (China) Limited, a company incorporated
in the Cayman Islands with limited liability,
the shares of which are listed on the Main Board
of the Stock Exchange (stock code: 13), the AIM
market of the London Stock Exchange (stock code:
HCM) and in the form of American depositary shares
on the NASDAQ Global Select Market (ticker symbol:
HCM)
"Consumer Products the 100% interest of the Company in HOIHL (through
Businesses" which the Company indirectly holds its 50% interest
in Hutchison Hain Organic (Hong Kong) Limited)
and the 100% interest of the Company in HCPHL
(through which the Company indirectly holds its
100% interest in HUTCHMED Science Nutrition Limited)
"Directors" the directors of the Company
"Disposal" the disposal of all of the shares in HOIHL and
HCPHL by the Seller to HWCL pursuant to the Share
Sale and Purchase Agreement
"Group" the Company and its subsidiaries
"Hain Celestial" The Hain Celestial Group, Inc., a company incorporated
under the laws of the State of Delaware, which
indirectly holds 50% interest in Hutchison Hain
Organic (Hong Kong) Limited
"HCPHL" HUTCHMED Consumer Products Holdings Limited,
a company incorporated in the British Virgin
Islands with limited liability
"HK$" Hong Kong dollar, the lawful currency of Hong
Kong
"HOIHL" Hutchison Organic Investment Holdings Limited,
a company incorporated in the British Virgin
Islands with limited liability
"Hong Kong" the Hong Kong Special Administrative Region of
the People's Republic of China
"HWCL" Hutchison Whampoa (China) Limited, a company
incorporated in Hong Kong with limited liability
and an indirect subsidiary of CK Hutchison
"Listing Rules" the Rules Governing the Listing of Securities
on the Stock Exchange (as amended and supplemented
from time to time)
"Sale Shares" all of the issued shares in each of HOIHL and
HCPHL
"Share Sale and the share sale and purchase agreement dated December
Purchase Agreement" 7, 2023 entered into between the Seller and HWCL
in relation to the Disposal
"Seller" HUTCHMED Group Investment Limited, a company
incorporated in the British Virgin Islands with
limited liability and a wholly-owned subsidiary
of the Company
"Shareholder(s)" the holders of the shares of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"US$" US dollars, the lawful currency of the United
States of America
"%" per cent.
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM; HKEX: 13) is an innovative,
commercial-stage, biopharmaceutical company. It is committed to the
discovery and global development and commercialization of targeted
therapies and immunotherapies for the treatment of cancer and
immunological diseases. It has approximately 5,000 personnel across
all its companies, at the center of which is a team of about 1,800
in oncology/immunology. Since inception it has focused on bringing
cancer drug candidates from in-house discovery to patients around
the world, with its first three medicines marketed in China, the
first of which is also marketed in the U.S.. For more information,
please visit: www.hutch-med.com or follow us on LinkedIn .
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements reflect HUTCHMED's current expectations regarding future
events, including its expectations as to the intended use of
proceeds. Forward-looking statements involve risks and
uncertainties. Such risks and uncertainties include, among other
thing, the impact of the COVID-19 on general economic, regulatory
and political conditions. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. For further
discussion of these and other risks, see HUTCHMED's filings with
the U.S. Securities and Exchange Commission and on AIM. HUTCHMED
undertakes no obligation to update or revise the information
contained in this announcement, whether as a result of new
information, future events or circumstances or otherwise.
By Order of the Board
Edith Shih
Non-executive Director and Company Secretary
Hong Kong, December 7, 2023
As at the date of this announcement, the Directors of the
Company are:
Executive Directors: Non-executive Directors:
Mr TO Chi Keung, Simon Dr Dan ELDAR
(Chairman) Ms Edith SHIH
Dr Weiguo SU Ms Ling YANG
(Chief Executive Officer and
Chief Scientific Officer) Independent Non-executive Directors:
Mr CHENG Chig Fung, Johnny Mr Paul Rutherford CARTER
(Chief Financial Officer) (Senior Independent Director)
Mr Graeme Allan JACK
Professor MOK Shu Kam, Tony
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MSCTRBLTMTJMMFJ
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