Case Summaries

Kiri Industries Ltd v Senda International Capital Limited and another (Case Summary)

21 June 2021

Case summary

Singapore International Commercial Court Suit No 4 of 2017

Kiri Industries Ltd v Senda International Capital Limited and another [2021] SGHC(I) 6

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Decision of Kannan Ramesh J, Roger Giles IJ and Anselmo Reyes IJ (delivered by Justice Ramesh)

Outcome: SICC determines final valuation of Kiri Industries Ltd’s shareholding in DyStar Global Holdings (Singapore) Pte Ltd to be US$481.6m.

Background facts

1. In DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries and others and another suit [2018] 5 SLR 1 (the “Main Judgment”), the SICC held that Senda International Capital Ltd (“Senda”) had engaged in instances of oppressive conduct against Kiri Industries Ltd (“Kiri”). Senda was thus ordered to purchase Kiri’s 37.57% shareholding in DyStar Global Holdings (Singapore) Pte Ltd (“DyStar”), their joint venture. Kiri’s 37.57% shareholding (“Kiri’s shares”) was to be valued as at 3 July 2018 (“the valuation date”). The findings in relation to oppression and the valuation date in the Main Judgment were upheld on appeal in Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal [2019] 2 SLR 1.

2. In Kiri Industries Ltd v Senda International Capital Ltd and another [2019] 4 SLR 1, the SICC held, inter alia, that no minority discount for lack of control should be applied to the valuation of Kiri’s shares. This decision was upheld on appeal in Senda International Capital Ltd v Kiri Industries Ltd and others [2020] 2 SLR 1.

3. In Kiri Industries Ltd v Senda International Capital Ltd and another [2020] SGHC(I) 27 (the “Valuation Judgment”), the SICC provided an interim valuation of DyStar. The SICC found DyStar’s equity value to be US$1,636m as at the valuation date (the “Interim Valuation”). Nine issues remained outstanding, pertaining to the adjustments to be made to the Interim Valuation.

4. In Kiri Industries Ltd v Senda International Capital Ltd and another [2021] SGHC(I) 2 (the “Valuation Judgment No 2”), the SICC addressed the nine outstanding adjustments to be made to the Interim Valuation. The parties’ experts were directed to tender an agreed calculation for DyStar’s final valuation based on the SICC’s findings in the Valuation Judgment No 2.

5. On 16 June 2021, pursuant to the SICC’s directions, the parties’ experts tendered an agreed calculation for DyStar’s final valuation. They agreed that the value of Kiri’s shares as at the valuation date was US$481.6m.

The Court’s decision

6. The SICC adjudged the final valuation of Kiri’s shares to be US$481.6m for the purposes of the buy-out order made at [281(a)] of the Main Judgment (at [3]).

7. The SICC will subsequently address the outstanding issue of costs (at [4]).

This summary is provided to assist in the understanding of the Court’s judgment. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s judgment.