KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2023] SGHC(I) 4 (3 March 2023)

KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor [2023] SGHC(I) 4 (3 March 2023)

The final valuation of Kiri's 37.57% shareholding in DyStar must include a notional licence fee of US$25.77m for unauthorised patent use, based on 53,550 tonnes of infringing products, and must not apply a discount for lack of marketability, resulting in a buy-out value of US$603.8m.

Citation
[2023] SGHC(I) 4
Parties
Plaintiff: Kiri Industries Ltd; First Defendant: Senda International Capital Ltd; Second Defendant: DyStar Global Holdings (Singapore) Pte Ltd
Jurisdiction
Singapore
Judgment Date
03 March 2023
Procedural Posture
Commercial Suit / Post Remittal Valuation Determination Following Appellate Remand
Outcome
Kiri's 37.57% shareholding in DyStar is valued at US$603.8m for the buy-out order.
Legal Topics
Share Valuation, Oppression Remedy, Buy Out Order, Notional Licence Fee, Patent Infringement
Company Law Commercial Law Share Valuation Oppression Remedy Buy Out Order Notional Licence Fee Patent Infringement

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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 Remittal Valuation Determination Following Appellate Remand

Legal Issues

  1. 1 What is the appropriate notional licence fee for unauthorised use of DyStar's patent by Longsheng?
  2. 2 What is the correct valuation of Kiri's 37.57% shareholding in DyStar, factoring in the notional licence fee and excluding discount for lack of marketability?

Ratio Decidendi

The final valuation of Kiri's 37.57% shareholding in DyStar must include a notional licence fee of US$25.77m for unauthorised patent use, based on 53,550 tonnes of infringing products, and must not apply a discount for lack of marketability, resulting in a buy-out value of US$603.8m.

Court Disposition

Kiri's 37.57% shareholding in DyStar is valued at US$603.8m for the buy-out order.

Orders

  • Senda to purchase Kiri's 37.57% shareholding in DyStar at US$603.8m.
  • Parties to submit positions on costs and consequential directions.