Tyson International Holding Company (‘Tyson’) entered into a conditional sale and purchase agreement on 10 February 2021 (‘SPA’) to acquire 49% of Dindings Supreme Sdn Bhd (‘DSSB’) from Malayan Flour Mills Berhad (‘MFM’) for a cash consideration of up to RM420 million. The proposed acquisition by Tyson is part of a proposed strategic partnership with MFM.
 
DSSB is presently a wholly owned subsidiary of MFM and holds the entire equity interests of Dindings Poultry Processing Sdn Bhd (‘DPP’) and Dindings Poultry Development Centre Sdn Bhd (‘DPDC’) (except for one ordinary share in DPDC which is held by Perak State Agricultural Development Corporation (‘PPPNP’). DSSB, DPP and DPDC (‘DSSB Group’) collectively undertake vertical integrated poultry business comprising poultry farming, feed milling and poultry processing.
 
The SPA is conditional upon various approvals and consents being obtained, including the approval of the shareholders of MFM, PPPNP and the creditors or lenders of MFM and/or DPP and DPDC.
 
On the completion date of the SPA, Tyson, MFM, DSSB and certain parties related to the aforesaid parties will enter into five agreements to give effect to the strategic partnership between Tyson and MFM, including a shareholders agreement between Tyson and MFM to regulate the management and affairs of the DSSB Group.
 
The SPA and the strategic partnership agreements are expected to be completed in the second quarter of 2021.
 
Tyson’s ultimate holding company is Tyson Foods, Inc., which is listed on the New York Stock Exchange, whilst MFM is listed on the Main Board of Bursa Malaysia.
 
Our Firm advised Tyson on the Malaysian aspects of the SPA and the strategic partnership agreements. The main lawyers involved in the transaction were Phua Pao Yii (Lead Partner), Jesy Ooi (Partner), Tan Wei Liang (Associate) and Ting Shi Jing (Associate).