Beijing Joyvio Zhencheng Technology Co., Ltd. entered into a purchase promise agreement to acquire 94.47% stake in Australis Seafoods S.A. (SNSE:AUSTRALIS) from Asesorías e Inversiones Benjamín S.A, Inversiones ASF Limitada, Inversiones Arlequin Dos Limitada and Inversiones Ruisenor Dos Limitada on November 18, 2018. Beijing Joyvio Zhencheng Technology Co., Ltd. signed a stock purchase agreement to acquire 95.26% stake in Australis Seafoods S.A. (SNSE:AUSTRALIS) from Asesorías e Inversiones Benjamín S.A, Inversiones ASF Limitada, Inversiones Arlequin Dos Limitada and Inversiones Ruisenor Dos Limitada on February 28, 2019. The value of 100% equity interest in Australis Seafoods S.A. is $880 million. Post completion of the stock purchase agreement and the tender offer, Joyvio will own 100% of Australis. In a related transaction, Joyvio offered to acquire the remaining 4.74% in Australis by the means of a public tender offer. The total final acquisition consideration depends on the final acceptance of the public tender offer and the final public tender offer price and will be funded by internal resources and bank loans of Joyvio Agriculture Development Co., Ltd (SZSE:300268), parent of Beijing Joyvio. . Upon closing, The Australis will become an indirect non wholly-owned subsidiary of Legend Holdings Corporation, ultimate parent of Joyvio. Pursuant to the agreement, if Joyvio fails to: 1) obtain the approvals from the PRC government, it shall pay $36 million to the sellers, 2) perform its obligations under the terms of payment, public tender offer of shares or share settlement, or in the event of the completion of the public tender offer, fails to announce the results of the acquisition or to comply with any requirements of the public tender offer or applicable laws in a full and timely manner, it shall pay $44 million to the sellers; 3) perform its obligations under the terms of non-solicitation or non-competition, or fails to obtain any applicable antitrust approvals and/or regulatory approvals with reasonable best endeavors, it shall pay $18 million to the sellers. Pursuant to the Stock Purchase Agreement, if the Sellers fail to: 1) perform their obligations under the terms of irrevocable authorization or completion, they shall pay $44 million to the buyer, 2) perform their obligations under the terms of non solicitation and non-competition, or fail to obtain any applicable antitrust approvals and/or regulatory approvals with reasonable best endeavors, they shall pay $18 million to the buyer. The agreement may be terminated if 1) if any party breaches its obligations under the agreement, 2) if the period stipulated in agreement expires, but any condition precedent to the obligations of any party under the agreement have not been satisfied 3) if there are any events under which the sellers shall make compensation in damages as agreed in agreement occurred, the buyer shall have the right to notify the sellers to terminate within 30 days after the sellers’ breach; 4) if there are any events under which the buyer shall make compensation in damages as agreed in the agreement occurred, the sellers shall have the right to notify the buyer to terminate within 30 days after the buyer’s breach. The execution of stock purchase agreement is subject to fulfillment of certain conditions including the buyer will conduct a due diligence and the absence of any judicial resolution issued by a competent court or a government authority’s binding resolution that prohibits the signing of the stock purchase agreement, also the buyer and seller shall submit an application to the government authorities in the PRC for approvals, including but not limited to the approvals of the National Development and Reform Commission, the Ministry of Commerce and the State Administration of Foreign Exchange of the PRC. The execution of stock purchase agreement is subject to the fulfillment of certain conditions precedent, including but not limited to the obtaining of the antitrust approval from the Chilean government (if required), the promising buyer would launch a general public offer, pursuant to which (i) the promising sellers would tender the shares for sale to the promising buyer and (ii) Joyvio Group would purchase the remaining shares in the Australis Seafoods S.A. from other shareholders. The acquisition is conditional upon the completion of the public tender offer, approvals from shareholders of Joyvio Agriculture, parent of Beijing Joyvio. On February 28, 2019, the transaction was approved by the 7th meeting of the 3rd Board of Directors' meeting of Joyvio Agriculture. On March 4, 2019, the transaction was approved by the 8th session of the 3rd Board of Directors' meeting of Joyvio Agriculture. On March 29, 2019, the transaction was approved by the shareholders of Joyvio Agriculture. As of April 19, 2019, the Federal Trade Commission in US has granted early termination notice for the transaction. As of April 23, 2019, the US anti-monopoly review agency agreed to end anti-monopoly review waiting period in advance, and thus the transaction has completed the US anti-monopoly review. As of May 24, 2019, Joyvio Agriculture. received the antitrust review opinion of the Federal Antitrust Bureau of Russia that the acquisition matter has already completed the antitrust review in Russia. As of June 13, 2019, Joyvio Agriculture received the approval of the Chinese government authorities and relevant institutions for this acquisition. Francisco Javier Illanes, Sergio Díez, Gonzalo Jiménez, Nicolás Vial, Franco Dalmazzo, Diego Martínez Rueda, Francisca Salas, Teresita Melero, Daniela Tapia, Mario Rojas, José Ignacio Azar, José Miguel Flores, Felipe Fernández and Gabriel Pensa of Cariola Díez Pérez-Cotapos & Cía. Ltda. acted as legal advisors for Joyvio Group. Rodrigo Ochagavía, Josefina Covarrubias and Andrés del Sante of Claro Y Cia acted as legal advisors for Australis. Liu Wei, Cheng Jingjiao, He Linfei, Hao Mingcheng and Wu Shuyi of Grandall Law Firm acted as the legal advisors to Joyvio Agriculture.