KIRI INDUSTRIES LIMITED v SENDA INTERNATIONAL CAPITAL LIMITED & Anor

Facts

This was a short decision of the Singapore International Commercial Court in Suit No 4 of 2017, the long-running dispute between Kiri Industries Ltd (Kiri) and Senda International Capital Ltd (Senda), with DyStar Global Holdings (Singapore) Pte Ltd (DyStar) as the second defendant. The SICC had earlier found Senda liable for oppressive conduct against Kiri and ordered Senda to buy Kiri's 37.57% stake in DyStar at a price assessed as at 3 July 2018.

Part of that valuation turned on compensation for the unauthorised use of a DyStar patent by Zhejiang Longsheng Group Co, Ltd to make certain dyes, measured as a notional licence fee based on the quantity of infringing Related Products. The SICC valued Kiri's shares at US$481.6m on 21 June 2021. Both sides appealed, and the Court of Appeal sent the notional licence fee back to the SICC for reassessment on the best available evidence. In Kiri v Senda (Remitted Issue), the SICC fixed the annual tonnage of the Related Products at 53,550 tonnes and asked the parties for revised figures, without any discount for lack of marketability, which the Court of Appeal had held was not a relevant adjustment.

Issues

1. Whether the notional licence fee should be recalculated on the tonnage found in the remitted decision
2. What final value should be placed on Kiri's shareholding in DyStar for the buy-out order

Holding

The court adjudged the final valuation of Kiri's shares in DyStar to be US$603.8m for the buy-out order, and invited the parties' positions on costs and any consequential directions, noting the Court of Appeal's guidance on costs in SICC proceedings.

Reasoning

On 27 February 2023, following the court's directions, Kiri's valuation expert, Ms Harfouche, revised her model using the 53,550-tonne figure. She arrived at US$25.77m for the notional licence fee. Her updated model was given to Senda, which made no comments on it.

On the same basis, and with no discount for lack of marketability, she valued Kiri's shareholding at US$603.8m. Because Senda did not dispute these numbers, the court treated them as the parties' agreed calculations and adopted the valuation for the buy-out. On costs, the court drew attention to Senda International Capital Ltd v Kiri Industries Ltd [2022] SGCA(I) 10, the Court of Appeal's decision on how costs are assessed in SICC proceedings.

From the judgment