ESR Group (1821.HKEX) – Largest Privatization on HKEX since 2021, Valued at US$7.1 billion

Sodali & Co is proud to have supported ESR Group (1821, HKEX) in the successful privatization via a Scheme of Arrangement on the Hong Kong Stock Exchange. This landmark transaction, valued at HK$55.2 billion (approximately US$7.1 billion) in equity terms, marks the largest privatization on the Hong Kong Stock Exchange since 2021.

The deal to buy out ESR Group was approved at both the Extraordinary General Meeting and Court Meeting, where 99.97 percent of disinterested shareholders approved the offer from a consortium comprising Starwood Capital Group, SSW Partners, Sixth Street, Warburg Pincus, the Qatar Investment Authority, and ESR’s founders.

ESR Group is Asia-Pacific’s leading New Economy real asset owner and manager. The company focuses on creating value and growth opportunities for its global investor base, with a strong emphasis on logistics real estate, data centers, and infrastructure. ESR operates across Australia, New Zealand, Japan, South Korea, Greater China, Southeast Asia, and India, with an expanding presence in Europe. In 2024, it was ranked as the largest real estate fund manager in the Asia-Pacific region by assets under management. Despite its track record in managing third-party funds, ESR’s valuation had not reflected its full potential, prompting the privatization move.

Sodali & Co was appointed as the Proxy Solicitation Agent shortly after the transaction was announced. Our role included:

• Engagement with stakeholders, including Top Institutional Investors, Event Driven Funds, and Proxy Advisors, to provide the company with full transparency on the market’s feedback on the proposal and various stakeholders’ perspectives on the situation.
• Trading Activities Monitoring with a core focus on identifying who is behind the buying and selling.
• Corporate Governance Support throughout the period to meet the high standards expected from various stakeholders, including Institutional Investors, Proxy Advisors, the Stock Exchange, and relevant governing bodies.

Sodali & Co worked closely with ESR Group, Consortium Members and various professional parties in successfully achieving a very high support rate of 2,037,420,087 shares in Court Meeting (99.97% of the voting rights of the Scheme Shareholders present and voting), and 3,072,606,717 shares and 2,042,252,999 shares voted in support in special and ordinary resolution of the Extraordinary General Meeting respectively (which represents 99.98% of the Shares voted and 99.85% of the Disinterested Shares voted). While for the Court Meeting, it represents around 79.78% of the disinterested shareholders who have voted in support.

Sodali & Co is a leading provider of corporate governance, ESG strategic advisory, and shareholder services to clients worldwide. It more than 2,000 of the world’s leading multinational corporations.