KUALA LUMPUR (Dec 18): Transocean Holdings Bhd had today signed a heads of agreement (HoA) with certain shareholders of logistics company Swift Haulage Sdn Bhd with a view to acquire the entire equity interest in Swift for not less than RM750 million.

In a filing with Bursa Malaysia today, Transocean, which has a market value of some RM40 million, said it entered into the HoA with the vendors comprising Kenanga Nominees (Tempatan) Sdn Bhd, Persada Bina Sdn Bhd, Laserforms Sdn Bhd, Angka Dayamas Sdn Bhd, Bluefin Bidco Ltd, Glory Portfolio Sdn Bhd, and Ng Chee Kin. The vendors collectively hold 77.2% equity interest in Swift, according to Transocean, which also offers logistics services.

"The parties agree that the entire equity interest in Swift (on an as-converted basis) is valued at and will be acquired by Transocean at a purchase consideration of not less than Ringgit Malaysia seven hundred fifty million (RM750 million) only, subject to due diligence, to be satisfied entirely via the issuance of new ordinary shares in Transocean at an issue price of RM1.50 per Transocean share (consideration share).

"In the event Transocean carries out any corporate exercise which results in adjustment to the share price of Transocean shares and/or number of Transocean shares in issue, the issue price per consideration share shall be adjusted accordingly," Transocean said.

Transocean said the HoA allows the parties to negotiate the terms of a share sale agreement (SSA), which upon signing, will enable Transocean to explore the acquisition of Swift's logistics operations.

"Both parties shall during the term of the HoA be given the opportunity to review and to conduct due diligence on each other for a period of three (3) years prior to the HoA.

"Parties shall within a period of sixty (60) days from the date of the HoA enter into a definitive SSA subject to satisfactory due diligence by both parties and finalisation of the SSA, failing which an automatic extension of thirty (30) days (extended term) shall be allowed. In the event the parties are still unable to finalise the SSA by the end of the extended term, the parties shall discuss in good faith to mutually agree on such further extensions," Transocean said.

Today, Transocean's share price hit limit up on the news. The counter was among Bursa Malaysia's top gainers. Transocean shares surged as much as 30 sen to 96.5 sen so far today, valuing the company at RM39.57 million based on its issued base of 41 million shares.

At 3:38pm, Transocean shares were traded at 96 sen. The counter saw some six million shares exchanging hands.