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JS Global (1691.HK) Announced an update and publication of Circular for the Proposed Spin-off and Distribution of SharkNinja from JS Global

JS Global (1691.HK) Announced an update and publication of Circular for the Proposed Spin-off and Distribution of SharkNinja from JS Global

HONG KONG, June 6, 2023 /PRNewswire/ -- JS Global Lifestyle Company Limited (Stock code: 1691.HK) ("JS Global" or "the Company"), a world-leading producer of small household appliances that operates three major brands: Shark, Ninja and Joyoung, today announced the proposed spin-off and separate listing of SharkNinja on the U.S. Stock Exchange. In this regard, the Company has already submitted a spin-off proposal to the U.S. Stock Exchange pursuant to PN15 and announced on 23 February 2023 that the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-Off.

An Extraordinary General Meeting, "EGM", will be held on June 26, 2023 to consider and, if thought fit, approve, among other matters, the Proposed Spin-off and the Proposed Distribution. Subject to obtaining the requisite approval from the Company Shareholders at the EGM, the Proposed Spin-off, if proceeded with, will result in the separate listing of SharkNinja on the U.S. Stock Exchange and the Proposed Distribution, if proceeded with, will result in the full separation of SharkNinja from the Company.

The Board has proposed to give due regard to the interests of the Company Shareholders by providing them with an assured entitlement to the shares of SharkNinja by way of a full distribution in specie of existing shares of SharkNinja held by the Company, with each of the Company Shareholders to be entitled to a pro rata distribution of all of the Company's shareholding in SharkNinja in proportion to their respective shareholdings in the Company.

"We believe the proposed spin-off of SharkNinja will unlock and maximize shareholder value for both SharkNinja and JS Global," said Wang Xuning, Chairman and Chief Executive Officer of JS Global. "After careful consideration, we believe the successful spin-off of SharkNinja from JS Global is in the best interest of shareholders as a whole.  Upon completion, SharkNinja will be better positioned to continue to grow and to target the North American market while JS Global will remain committed to continue to grow and capture market share in the APAC region.  Both entities will remain focused to deliver sustainable long-term growth through our market leading technology and innovative and appealing products. Shareholders and investors will be able to evaluate the value of JS Global and SharkNinja Group separately after the spin-off, allowing them to make better investment decisions and giving them more flexibility to adjust their portfolios."

Clear strategy and significant development potential for the two new entities

JS Global: To remain focused on growth in the APAC region through market leading innovation and design

Upon completion of the Proposed Spin-off and the Proposed Distribution, SharkNinja will operate the SharkNinja International Business excluding APAC, and the Retained Group will operate the Joyoung Business and SharkNinja APAC Business through JSG APAC segment.

Upon completion of the proposed spin-off, the Retained Group will operate the following two types of small appliance businesses. As of the Latest Practicable Date, the Company holds approximately 67% equity interests in Joyoung and will continue to consolidate Joyoung as a subsidiary of the Company in its financial statements. Joyoung branded products are primarily sold in Mainland China, and Joyoung has a leading position in Mainland China for various small household appliance products such as soymilk makers, juicers, rice cookers, and air fryers.  SharkNinja APAC: the Retained Group will continue to design, manufacture, market and sell Shark and Ninja branded products in the Asia Pacific and Greater China regions. Given the evolving nature of products and the different consumer preferences in each regional market, the Company believes it is important to retain SharkNinja Asia Pacific and Joyoung in the Retained Group.

The Retained Group will continue to capture the evolving consumer needs in Asia Pacific and Greater China and will maintain its industry leadership position. The Retained Group is committed to achieving rapid growth and to make the brands known to more consumers, as well as providing provide innovative lifestyle solutions to consumers in the Asia Pacific Region and Greater China.

The Retained Group will aim to further develop the SharkNinja brand in APAC. It plans to enhance its existing product range in the Asia-Pacific market, launch products that are tailored to local preferences and expand our reach to new regions with untapped consumer potential. Its APAC team will leverage SharkNinja's brand strength, experience in successful product operation, and combined consumer insights from specific regions and countries to launch upgraded products that will effectively engage consumers in the APAC region.

SharkNinja Group: Well-positioned for continued growth in the North American market through potential U.S. public listing

The SharkNinja Group, taken as a whole, is a global product design and technology company that creates 5-star rated lifestyle solutions through innovative products for consumers around the world. The SharkNinja Group has built a two billion-dollar brand of, "Shark" and "Ninja" each of which has a proven track record of establishing leadership positions.

According to NPD Group's Retail Tracking Service data, Shark was the No.1 selling vacuum brand by market share in the U.S. for the last four years and the No.1 selling floorcare brand in the U.S. in 2022. Ninja was the No.1 selling small kitchen appliance brand in the U.S. for the last three years.  According to Growth from Knowledge (GfK) and Market Intelligence, Shark vacuum cleaners held 31% market share by value GBP in the United Kingdom in 2022, Ninja held a market value share of 59.6% of electrical cooking pots in Great Britain in 2022 and 42.7% market share in terms of value in the deep fryers market in Great Britain in 2022.

Enabled by its global research and development platform with advanced engineering capabilities, and built on an agile and scalable supply chain, the SharkNinja Group designs, markets and distributes innovative home appliances at compelling value, striving to delight consumers. The SharkNinja Group is highly penetrated across key retailers, online and offline, and also distributes through its direct-to-consumer platform. The SharkNinja Group strives to be the most relevant and prominent brand wherever consumers shop.

Synergies between JS Global and SharkNinja Group will persist and grow

Joyoung will continue to focus on kitchen appliances with a focus on Greater China and other regions. SharkNinja APAC under JS Global will mainly operate the brand of Shark and Ninja and target the APAC market, including Greater China. The retained group and SharkNinja group will continue to run their own R&D, while being able to leverage each other's strengths in product development capabilities. While the retained group and SharkNinja Group will have sourcing function to support sourcing needs, the retained group will continue to provide value-added supply chain consulting services to SharkNinja Group to help it select quality OEM manufacturers to achieve cost reduction and efficiency improvement. To improve business efficiency and meet operational requirements, the two groups will increase cooperation in product development, research and development, engineering, and supply chain management, as well as strengthening partnership in brand management and expanding Asia-Pacific business.

Maximizing Shareholder Value with clear growth strategy

The Company recognizes success in each market requires geography-specific considerations and focus, and believes the best strategy to drive long-term business growth and enhanced presence in localized markets is to split the company along its two primary delineated markets. SharkNinja's European and U.S. business will seek a separate listing in the U.S., and JS Global will retain the Joyoung and SharkNinja Asia-Pacific business. Our growth strategy and business model will remain unchanged, and we are confident in our ability to accelerate the growth of our small appliances business in the Asia-Pacific market, including Greater China. The synergy between JS Global and SharkNinja Group will persist and become stronger in the future, in areas such as product development, research and development, engineering and supply chain management.

The Proposed Spin-off will create two separate businesses where one is the retained group of Joyoung and SharkNinja APAC in JS Global, while the other is SharkNinja Group focusing on the European and American markets.  JS Global will remain listed on the Hong Kong Stock Exchange and focus on the APAC region, including Greater China. SharkNinja Group will seek a separate listing on a U.S. Stock Exchange, focus on the U.S., Europe, and other selected international markets, excluding APAC. JS Global will no longer hold any share in SharkNinja.  SharkNinja Group will have its own management team independent from the retained group. There is expected to be no overlapping of executive directors and senior managers between SharkNinja Group and the retained group, except for Mr. Wang Xuning, who is expected to act as a director of both groups.

Additional information on the proposed spin-off as well as the complete circular along with detailed timetable can be found at the Company corporate site as well as Hong Kong Stock Exchange website below:

Edmond Lococo, Managing Director, ICR Inc.

Company Contacts
Mars Chen, Investor Relations Manager, JS Global Lifestyle

Arvind Bhatia, VP of Investor Relations at SharkNinja

Investor Relations 

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