MS Group Holdings Limited signed membership interest purchase agreement to acquire 30% stake in BRH2 Plásticos, S. de R.L. de C.V. from Ryan Fernandez, Hector Placencia and others for $2.3 million.
January 19, 2021
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MS Group Holdings Limited (SEHK:1451) signed membership interest purchase agreement to acquire 30% stake in BRH2 Plásticos, S. de R.L. de C.V. from Ryan Fernandez, Hector Placencia and others (sellers) for $2.3 million on January 19, 2021. Under the transaction, MS Group Holdings Limited will acquire 18.5% stake in BRH2 Plásticos, S. de R.L. de C.V. from Ryan Fernandez and others for $1.39 million of which $1.21 million is payable on closing and $0.105 million on the date on which MS Group Holdings Limited determines that certain post-closing obligations have been completed by the sellers and $0.07 million on the date upon which MS Group Holdings Limited determines that the remaining post-closing obligations have been completed by the sellers. MS Group Holdings Limited will acquire 11.5% stake in BRH2 Plásticos, S. de R.L. de C.V. from Hector Placencia for $0.86 million of which $0.79 million is payable on closing date, $0.045 million on the date on which MS Group Holdings Limited determines that certain post-closing obligations have been completed by the sellers and $0.03 million on the date upon which MS Group Holdings Limited determines that the remaining post-closing obligations have been completed by the sellers.
Upon closing, MS Group Holdings Limited will hold 40% stake in BRH2 Plásticos, S. de R.L. de C.V., Ryan Fernandez and others will hold 42.714% stake and Hector Placencia will hold 17.286% stake. In a related transaction, MS Group Holdings Limited agreed to subscribe for 10% new membership interest in BRH2 Plásticos, S. de R.L. de C.V. for 0.75 million. MS Group Holdings Limited will settle the consideration with its internal resources. The total asset value and net asset value of BRH2 Plásticos, S. de R.L. de C.V. as at July 31, 2020 were approximately $2.55 million and $1.25 million respectively. After closing, the board of directors of BRH2 Plásticos, S. de R.L. de C.V. will comprise of 5 directors. MS Group Holdings Limited will be entitled to appoint two directors and Ryan Fernandez and others and Hector Placencia, respectively, will be entitled to appoint one director. The four directors of BRH2 Plásticos, S. de R.L. de C.V. will then jointly elect one independent director. The transaction is subject to all third-party consents and approvals and is expected to close within five business days after the date of the agreement.
MS Group Holdings Limited is an investment holding company mainly engaged in the manufacturing and sale of plastic bottles. Along with subsidiaries, the Company operates its business through two segments. The Original Equipment Manufacturer (OEM) Business Customer Products segment is involved in the production and sales of plastic bottles and cups for infants and toddlers and plastic sports bottles on an OEM basis for the overseas markets, particularly the United States. In addition, it also produces and sells other plastic products, such as plastic tableware. The Own Brand Products segment is involved in the production and sale of infant and toddler products, particularly plastic bottles and cups, under the brand of Yo Yo Monkey principally for the PRC market. In addition, it also produces and sells other infant and toddler products, such as plastic tableware and stainless steel bottles.
MS Group Holdings Limited signed membership interest purchase agreement to acquire 30% stake in BRH2 Plásticos, S. de R.L. de C.V. from Ryan Fernandez, Hector Placencia and others for $2.3 million.