JPMorgan Chase & Co. documents and testimony are being sought in a suit alleging Hong Kong conglomerate Jardine Matheson Holdings Ltd.’s US$5.5 billion ($7.65 billion) buyout of a subsidiary was “coercive and fundamentally unfair” to minority shareholders.
In a filing Wednesday in Manhattan federal court, investors in the subsidiary, Jardine Strategic Holdings Ltd., asked for permission to file a subpoena on JPMorgan. The bank’s JPMorgan Cazenove Ltd. unit was the lead financial adviser to Jardine Matheson when it took the subsidiary private in April 2021.
Minority shareholders, who held about 15% of Jardine Strategic, have previously complained that Jardine Matheson’s offer price represented a US$1 billion discount to the value of their holdings.
Maso Capital Investments Ltd. and Singapore investor Clifford Cheah King Mun said they are seeking to use evidence from JPMorgan and other advisers on the buyout in a proceeding in Bermuda Supreme Court aimed at determining the fair value of their shares in Jardine Strategic. Maso and Cheah filed a similar petition in Delaware federal court last month seeking evidence from Evercore Inc., a UK unit of which produced a valuation opinion on the deal.
‘Noble House’
One of Hong Kong’s last remaining British trading houses, Jardine Matheson was the inspiration for James Clavell’s novel “Noble House.” The conglomerate is still a major player throughout Asia, with businesses including real estate, automobiles, hotels and retail. The buyout created a single holding company for its subsidiaries.
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Founded by Scots William Jardine and James Matheson, the group has been controlled for generations by the Keswick family and is currently led by executive chairman Ben Keswick. Minority shareholders in Hong Kong have long complained of their lack of power in the face of family control of the territory’s largest businesses.
The case is In re Application of Mun, 22-mc-00243, U.S. District Court, Southern District of New York (Manhattan).
