A woman walks past a Little Sheep Group Ltd restaurant in Beijing. Yum! Brands Inc offered to take Little Sheep private in a deal that values the operator of hotpot restaurants at HK$6.7 billion ($862 million). Nelson Ching / Bloomberg

Hotpot chain's expansion across the country to accelerate

Yum! Brands Inc, owner of the KFC fast-food chain, offered to take Hong Kong-listed Little Sheep Group Ltd private in a deal that values the operator of hotpot restaurants in China at HK$6.7 billion ($862 million).

The offer is worth HK$6.50 a share in cash, 30 percent higher than the April 21 closing price, the last day of trade before Little Sheep disclosed an approach from Yum, the Baotou, Inner Mongolia-based restaurant operator said in a filing to the Hong Kong Stock Exchange. Yum already owns 27.2 percent of the stock.

Yum, which gets 36 percent of annual revenue from China, wants Little Sheep to accelerate expansion in the country. The US restaurant operator, which also owns the Pizza Hut fast-food chain, increased its stake in Little Sheep from 20 percent last year. The Chinese company's 2010 net income gained 21 percent, according to a filing last month.

"Yum will help to improve Little Sheep's management skills and bring in more opportunities to tap the global market," said Titus Wu, an equity analyst at DBS Vickers (Hong Kong) Ltd.

"It's also good for Yum because it finally has a Chinese company in its global portfolio," said Wu, who recommended buying Little Sheep's stock.

Little Sheep surged as much as 29 percent, an intraday record, to HK$6.38, before closing at HK$6.14 at 4 pm in Hong Kong. The stock had gained 16 percent in the year through Thursday.

"We are confident we can further strengthen Little Sheep's brand, business model and market position in the industry," Sam Su, chief executive officer of Yum's China division, said in the statement. "There is the potential for further development internationally," said Su, who is also global vice chairman of the Louisville, Kentucky-based restaurant operator.

Yum's offer to buy out and privatize the Chinese company is "fair and reasonable", said Zhang Gang, Little Sheep's chairman, in a conference call Friday.

Su said in the same conference call that Little Sheep had the potential to tap demand in overseas markets for hot pot, a type of cuisine in which various ingredients are cooked in a simmering pot by the diners. There is no specific expansion plan, he said.

"With a global network and rich experience in brand building, Yum will join hands with Little Sheep to explore feasible ways to introduce hot pot to overseas markets," Susaid.

Little Sheep operated 179 self-owned restaurants and had 274 franchisees on the mainland, according to its 2010 annual report. Zhang reiterated Friday that the company planned to open 40 outlets this year.

Yum operates more than 3,200 KFCs in over 700 Chinese cities, and has 520 Pizza Hut eateries in the country, according to its website.

A board committee will consider the bid, which will be done by a so-called scheme of arrangement, with controlling shareholder Possible Way International Ltd supporting the plan.

The offer is 28 percent higher than the average stock price in the 20 days through April 21, according to data compiled by Bloomberg.

Little Sheep would be delisted from the Hong Kong exchange with Yum holding 93.2 percent of stock and Possible Way controlling the rest.

Little Sheep Chairman Zhang and Chen Hongkai, a non-executive director, will stay on with the company after its privatization, the statement said.

The buyout plan requires the approval of the Chinese Ministry of Commerce and other regulatory agencies, according to the statement.

Goldman Sachs Group Inc is advising Louisville, Kentucky-based Yum and Bank of America Corp's Merrill Lynch unit is advising Little Sheep.

Yum gained 0.3 percent to $54.73 in New York trading Thursday. The stock has surged 32 percent in the past year.

Bloomberg

(HK Edition 05/14/2011 page3)