HTL International: Buyout Offer with a Profit Guarantee

On February 24, 2016, HTL International Holdings Ltd (HTL), a Singapore-based furniture company, announced that it had entered into a purchase agreement with Guangdong Yihua Timber Industry Co. Ltd (Yihua). According to the agreement, which was subject to approvals, Yihua would pay SG$1.00 for each share of HTL. However, the agreement required that HTL meet set profit targets in each of the next three years. A compensation agreement between HTL’s controlling shareholder and Yihua stipulated that if HTL did not make its profit targets, HTL’s controlling shareholder would make up the shortfall to Yihua. When the agreement was announced, HTL’s share price was at $0.70, and the $0.30 gap signalled uncertainty about whether Yihua’s shareholders would agree to the acquisition. Minority shareholders and potential investors, who were not bound by the profit guarantee, needed to decide whether they should buy, sell, or hold HTL’s shares.