Thursday 28 Mar 2024
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KUALA LUMPUR (Dec 9): The “non-interested directors” or in other words the board of directors of MWE Holdings Bhd, save for Tan Sri Surin Upatkoon and Krian Upatkoon, have requested for a one month extension of time until Jan 9, 2016 to consider the RM391 million takeover offer from Pinjaya Sdn Bhd.

It is understood that the offer from Pinjaya remains open for acceptance until Dec 10, 2015.

However in a filing with Bursa Malaysia today, it was revealed that the non-interested directors, having deliberated on the offer from Pinjaya, have resolved to request for the extension and have written to the latter requesting the extension.

Pinjaya owns a 30.8% stake in MWE, while tycoon Surin Upatkoon owns 0.34% direct stake and 32.62% indirect stake in the garments manufacturer.

To recap, Pinjaya, a vehicle of Surin Upatkoon, made a takeover offer to acquire the entire business and undertaking of MWE for RM391.4 million or RM1.70 per share.

The purchase consideration will be satisfied by way of RM267.49 million cash, and a deferred amount of RM123.91 million left owing by Pinjaya to MWE.

Pinjaya proposed for MWE to declare a distribution via a special dividend of RM1.70 per share as a capital repayment exercise, upon completion of the acquisition;  and thereafter, for the existing MWE shares to be cancelled.

Upatkoon and persons acting in concert with him, would be entitled to the special dividend under the proposed distribution.

However, Pinjaya proposed that the entitlement will not be paid in cash, but will be set off against the deferred amount of RM123.91 million.

Upon completion of the proposed distribution, the proposed delisting of MWE is to be implemented.

Simultaneously with the proposed distribution, MWE will issue two new shares to Pinjaya with an issue price of RM1 each, and the former's share capital will be reduced to RM2, comprising two shares, which will be wholly-owned by Pinjaya.

The takeover offer will require the approval of MWE's board of directors (save for Upatkoon), and shareholders, at an extraordinary general meeting; as well as existing financiers.

(Note: The Edge Research's fundamental score reflects a company’s profitability and balance sheet strength, calculated based on historical numbers. The valuation score determines if a stock is attractively valued or not, also based on historical numbers. A score of 3 suggests strong fundamentals and attractive valuations.)

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