KUALA LUMPUR (April 16): TransOcean Holdings Bhd announced that the reverse takeover (RTO) exercise undertaken by logistics player Swift Haulage Sdn Bhd will not proceed, as both parties were not able to agree on the terms and conditions of the proposed acquisition.

In an exchange filing this evening, TransOcean said that the Heads of Agreement (HoA) has lapsed after a further extension of the deadline to April 16.

“The parties have concluded that it would be in their mutual interest to not extend the term of the HoA, as both parties were unable to come to an agreement on the terms and conditions for the proposed acquisition.

“Upon the expiry of the further extension, the representation and warranties contained in the HoA becomes null and void and no further effect, and neither of the parties shall have further claims against the other under or in respect of the HoA, save for the clause in relation to confidentiality,” it added.

In December 2018, TransOcean inked the HoA with certain Swift shareholders to acquire the entire equity interest in Swift, in a deal worth no less than RM750 million. The purchase consideration would be satisfied entirely via the issuance of new shares in TransOcean at an issue price of RM1.50 per TransOcean share (consideration share).

News of the proposed deal had sent TransOcean shares soaring that day. It closed at its highest point of 96.5 sen after rising 30 sen or 45.11% to hit the limit-up.

The stock has since then pulled back about 37%. It settled unchanged at 60 sen in thin trade today, for a market capitalisation of RM24.6 million.

It was reported then that the HoA would allow the parties to negotiate the terms of a share sale agreement, which upon signing will enable TransOcean to explore the acquisition of Swift’s logistics operations.

The HoA was extended twice in February and in March this year, “to enable due diligence by both parties to be completed”, before it finally lapsed with no further extensions made today.