Kiri Industries v Senda International Capital: Share Valuation & Oppression
In a dispute between Kiri Industries Ltd and Senda International Capital Ltd, the Singapore International Commercial Court, with a panel of judges including Kannan Ramesh J, Roger Giles IJ, and Anselmo Reyes IJ, addressed nine adjustments to the interim valuation of DyStar Global Holdings (Singapore) Pte Ltd following a prior finding of oppressive conduct by Senda against Kiri. The court provided guidance on historical tax rates, patent expiration impacts, country risk premiums, and insurance payouts, directing the experts to finalize DyStar's valuation based on these conclusions. The court had previously ordered Senda to purchase Kiri's shares in DyStar.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Final valuation of DyStar Global Holdings (Singapore) Pte Ltd to be determined based on the court's conclusions.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Valuation of shares in DyStar Global after a finding of oppressive conduct by Senda International against Kiri Industries. Adjustments to interim valuation.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| Kiri Industries Ltd | Plaintiff | Corporation | Shares to be valued | Neutral | |
| Senda International Capital Ltd | Defendant | Corporation | Shares to be purchased | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the High Court | Yes |
| Roger Giles | International Judge | No |
| Anselmo Reyes | International Judge | No |
4. Counsels
4. Facts
- Senda International Capital Ltd was found to have engaged in oppressive conduct against Kiri Industries Ltd.
- Senda was ordered to purchase Kiri's shares in DyStar Global Holdings (Singapore) Pte Ltd.
- The valuation date for the shares was set as 3 July 2018.
- An interim valuation of DyStar was previously determined to be US$1,636m.
- Nine adjustments were identified as needing to be made to the interim valuation.
- The experts disagreed on several of the adjustments, including historical tax rates and the impact of patent expirations.
- DyStar received an insurance payout in May and June 2019.
5. Formal Citations
- Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017, [2021] SGHC(I) 2
- Kiri Industries Ltd v Senda International Capital Ltd and another, , [2020] SGHC(I) 27
- DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit, , [2018] 5 SLR 1
6. Timeline
| Date | Event |
|---|---|
| Main Judgment delivered, finding Senda International Capital Ltd engaged in oppressive conduct against Kiri Industries Ltd. | |
| Valuation date set for Kiri Industries Ltd's shares in DyStar Global Holdings (Singapore) Pte Ltd. | |
| Valuation Judgment issued, determining the interim valuation of DyStar Global Holdings (Singapore) Pte Ltd. | |
| Joint expert report submitted addressing the nine adjustments to DyStar's valuation. | |
| Judgment reserved. | |
| Oral judgment on pre-judgment interest and relief if Senda fails to comply with the buy-out order. | |
| Judgment issued addressing the effect of the nine adjustments on the interim valuation of DyStar. |
7. Legal Issues
- Valuation of Shares
- Outcome: The court provided guidance on various factors affecting the valuation of DyStar's shares, including historical tax rates, patent expiration, and country risk premium.
- Category: Substantive
- Sub-Issues:
- Discount for Lack of Marketability
- Country Risk Premium
- Applicable Tax Rate
- Impact of Patent Expiration
- Oppressive Conduct
- Outcome: The court previously found Senda International Capital Ltd engaged in oppressive conduct against Kiri Industries Ltd.
- Category: Substantive
- Res Judicata
- Outcome: The court held that certain issues were res judicata, preventing Kiri from challenging them.
- Category: Procedural
8. Remedies Sought
- Order for Senda International Capital Ltd to purchase Kiri Industries Ltd's shares in DyStar Global Holdings (Singapore) Pte Ltd
- Fair Value of Shares
9. Cause of Actions
- Oppression of Minority Shareholders
10. Practice Areas
- Commercial Litigation
- Valuation Disputes
11. Industries
- Chemical Industry
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore High Court (International) | Yes | [2020] SGHC(I) 27 | Singapore | Determined the interim valuation of DyStar Global Holdings (Singapore) Pte Ltd, which this judgment makes adjustments to. |
| DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit | Singapore Court of Appeal | Yes | [2018] 5 SLR 1 | Singapore | Set out the facts of the case and held that Senda International Capital Ltd engaged in instances of oppressive conduct against Kiri Industries Ltd. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Valuation
- Oppressive Conduct
- Discount for Lack of Marketability
- Country Risk Premium
- Effective Tax Rate
- Patent Expiration
- Maintainable EBITDA
- DCF Method
- Comparable Companies
- Insurance Pay-out
- Notional Licence Fees
- Third-Party Licence Fees
- Longsheng Fees
15.2 Keywords
- Valuation
- Shares
- Oppression
- DyStar
- Kiri Industries
- Senda International
- Patent
- Tax Rate
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Share Valuation | 90 |
| Shares | 80 |
| Company Law | 70 |
| Res Judicata | 70 |
| Patents | 60 |
| Estoppel | 40 |
| Business Litigation | 30 |
| Contract Law | 30 |
| Financial Reporting Standards | 20 |
| Arbitration | 20 |
16. Subjects
- Company Law
- Share Valuation
- Commercial Disputes
- Patent Law