Viva Goods (HKG:0933) said Bossini's (HKG:0592) independent board committee endorses Dragon Leap Consumables' takeover offer as "fair and reasonable" for shareholders and option holders, according to a Thursday filing with the Hong Kong bourse.
They recommend shareholders support the resolutions to implement the proposal and scheme. Dragon Leap Consumables, incorporated in the British Virgin Islands, is an indirect wholly owned subsidiary of Viva Goods.
The board of Viva Goods, the offeror, and Bossini announced a proposal for Bossini's privatization via a scheme of arrangement.
Under this scheme, for every five scheme shares canceled, shareholders will receive one new share, with the plan to withdraw Bossini shares from the Hong Kong stock exchange post-scheme effectiveness.
The proposal allows shareholders to exchange Bossini shares for Viva shares, offering a premium and improved investment potential.
In a separate filing, the group said its independent financial adviser considers the issuance of new shares under the specific mandate for cancelling scheme shares and Bossini share options to be on fair and reasonable terms.
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