KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2021] SGHC(I) 2 (3 June 2021)

KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2021] SGHC(I) 2 (3 June 2021)

The court adopted Ms Harfouche's valuation model and methodology, directed that DyStar's historical effective group tax rates be applied (except for 2018, where the actual rate of 45.5% is used), determined that patent expiration impacts are finite (not perpetual), excluded audit fees from the valuation as res judicata, and incorporated the insurance pay-out as calculated by Ms Harfouche. The experts are to submit a final agreed calculation of Kiri's share value in DyStar based on these directions.

Citation
[2021] SGHC(I) 2
Parties
Plaintiff: Kiri Industries Ltd; First Defendant: Senda International Capital Ltd; Second Defendant: DyStar Global Holdings (Singapore) Pte Ltd
Jurisdiction
Singapore
Judgment Date
03 June 2021
Procedural Posture
Commercial Suit / Post Valuation Judgment, Determination of Adjustments to Share Valuation
Outcome
Directions issued for experts to submit final agreed calculation of Kiri's share value in DyStar based on court's findings; all issues of costs reserved.
Legal Topics
Share Valuation, Oppressive Conduct, Patent Expiration, Res Judicata, Issue Estoppel, Discount for Lack of Marketability, Country Risk Premium, Effective Tax Rate, Insurance Pay Out
Company Law Intellectual Property Law Commercial Law Share Valuation Oppressive Conduct Patent Expiration Res Judicata Issue Estoppel +4 more

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Parties

Kiri Industries Ltd

Plaintiff

Senda International Capital Ltd

First Defendant

DyStar Global Holdings (Singapore) Pte Ltd

Second Defendant

Procedural Posture

Commercial Suit / Post Valuation Judgment, Determination of Adjustments to Share Valuation

Legal Issues

  1. 1 What adjustments must be made to DyStar's interim valuation for the buy-out of Kiri's shares?
  2. 2 How should historical tax rates, patent expiration impacts, country risk premium, DLOM, and insurance pay-out be applied in the valuation?
  3. 3 Are audit fees and perpetual patent impacts permissible in the valuation?

Ratio Decidendi

The court adopted Ms Harfouche's valuation model and methodology, directed that DyStar's historical effective group tax rates be applied (except for 2018, where the actual rate of 45.5% is used), determined that patent expiration impacts are finite (not perpetual), excluded audit fees from the valuation as res judicata, and incorporated the insurance pay-out as calculated by Ms Harfouche. The experts are to submit a final agreed calculation of Kiri's share value in DyStar based on these directions.

Court Disposition

Directions issued for experts to submit final agreed calculation of Kiri's share value in DyStar based on court's findings; all issues of costs reserved.

Orders

  • Experts to submit agreed calculation for DyStar's final valuation within 14 days.
  • Ms Harfouche's valuation approach and methodology to be adopted with specified adjustments.