Kiri Industries Faces Delays, Objections in DyStar Share Sale
Kiri Industries has not consented to an alternative transaction structure for its DyStar stake, citing delays and breaches. DyStar proposed buying back shares for USD 426.5 million and another entity purchasing shares for USD 275.9 million. Kiri Industries has raised objections with the SICC and seeks termination in favor of alternative bidders.
The announcement concerns a significant transaction involving the sale of a substantial stake in DyStar, a key asset. The company's non-consent and objections introduce considerable uncertainty and potential disruption to the deal.
The company has not consented to the proposed alternative transaction structure and has raised significant objections and concerns with the court, indicating a negative development in the transaction process.
Kiri Industries Limited (KIRIINDUS) has provided an update regarding its Share Purchase Agreement (SPA) and an alternative transaction structure for its stake in DyStar.
On December 15, 2025, the company received several documents related to an alternative transaction structure from the Receivers' counsel. These include a Share Buy-Back Agreement, a Framework Agreement, and an Amended and Restated Share Purchase Agreement. The Receivers' counsel also informed the Singapore International Commercial Court (SICC) about this structure and sought an extension of the Long Stop Date.
However, Kiri Industries has not consented to this alternative transaction structure or the execution of the aforementioned documents. The company has raised concerns about the ongoing delays, breaches of the SPA by the Purchaser, and the uncertainty surrounding the alternative structure. Kiri Industries has submitted its objections to the SICC.
The proposed alternative structure involves DyStar buying back 13,96,575 equity shares held by Kiri Industries for USD 426,519,921.56, with funds to be deposited by December 31, 2025. Additionally, the Purchaser or its affiliates would buy the remaining 12,26,779 equity shares for USD 275,954,485.13, also by December 31, 2025, with a potential extension to January 31, 2026. The Receivers have granted an extension to the Purchaser until December 12, 2025, with an additional USD 5,000,000 deposit, bringing the total escrow to USD 13,594,895. The completion of these transactions is targeted for December 31, 2025, extendable to January 31, 2026; failure to complete by then risks forfeiture of the escrow deposit.
Kiri Industries' objections filed with the SICC include concerns about the repatriation of DyStar's cash from China, the certainty of the company's exit from DyStar, the potential invalidity of the share buy-back component under the Receivers' powers, and the potential compromise of the company's rights under existing court orders. The company insists that the SPA should be terminated in favor of alternative bidders.
The Receivers have applied to the SICC for an extension of the Long Stop Date from December 31, 2025, to March 31, 2026, to allow for PRC regulatory approvals, completion of the alternative transaction components, or negotiation of an Alternative SPA if the initial steps are not completed by January 31, 2026.
Kiri Industries is consulting with its legal counsel to protect its interests and will continue to take necessary steps.
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Kiri Industries Limited filed this with the NSE as a statutory disclosure, categorised under other corporate actions. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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