Ming Shing completes $510 million acquisition deal
- Ming Shing Group Holdings completed its acquisition of Meals Through Seasons Limited for total consideration of $510 million.
- The payment consists entirely of company securities, including shares and convertible promissory notes.
- The convertible notes include performance-based conversion conditions tied to future net profit targets.
Ming Shing Group Holdings Limited (NASDAQ:PMA) completed its acquisition of Meals Through Seasons Limited on September 2, 2026, for aggregate consideration of US$510 million payable entirely through company securities.
The consideration includes 150 million Class A ordinary shares valued at a reference price of US$1 per share and US$360 million in unsecured convertible promissory notes issued to the sellers.
Hongs Smart Limited received 105 million shares and US$252 million in notes, while Yapjianhuei Smart Limited received 45 million shares and US$108 million in notes, reflecting their 70% and 30% ownership interests in Meals Through Seasons, respectively.
The convertible notes are divided into three annual performance tranches of US$120 million each and become convertible at US$1 per share only if the related year’s net profit after tax reaches at least 50% of the forecast threshold.
Ming Shing Group Holdings operates through business activities that include food-related and other commercial operations, while Meals Through Seasons Limited becomes part of the company following the acquisition.
The unsecured convertible notes carry no ordinary interest, have no fixed maturity, amortization, or mandatory redemption requirements, and include a 24% voting rights cap per holder.
