Thomson Geer is advising Japanese food and beverages giant Kirin Holdings Company, Limited on its A$1.8 billion proposed acquisition of Australian-listed healthcare company Blackmores Ltd via a scheme of arrangement. 

Kirin and Blackmores have entered a Scheme Implementation Deed with Kirin offering A$95 per share for the company (inclusive of a proposed special dividend of A$3.34 per share), a 23.7 per cent premium to the closing price of Blackmores shares before the bid was announced.  

Blackmores directors have unanimously recommended shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the independent expert concluding in the Independent Expert's Report (and continuing to conclude) that the Scheme is in the best interests of Blackmores' shareholders.  

Major shareholder Marcus Blackmore, whose father founded the company, has entered into an agreement with Kirin to vote all his shares in favour of the scheme. 

Kirin President and Chief Executive Officer Yoshinori Isozaki said in a statement: "Blackmores presents an exciting opportunity to transform the scale and reach of our Health Science domain. Kirin Group is working to create social value and economic value by solving social issues through our business activities, and we have been transforming our business from a brewing business to the business model creating value across Food & Beverages and Pharmaceuticals domains, based on the concept of 'CSV' (Creating Shared Value)." 

The Thomson Geer team advising Kirin is led by Perth Partners Scott Gibson and Michael Ng.

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