BCM Alliance Berhad (KLSE:BCMALL) entered into a letter of intent to acquire 34.67% stake in Foodict Maker Sdn Bhd from Lee Chin Fong, Lee Beng Wai and Hsu Feng Chih on September 3, 2019. BCM Alliance entered into a share purchase agreement to acquire 34.67% stake in Foodict Maker from Lee Chin Fong, Lee Beng Wai and Hsu Feng Chih for MYR 1.6 million on November 29, 2019. BCM Alliance will acquire 0.14 million shares with 0.074 million from Lee Beng Wai, 0.049 million from Lee Chin Fong and 0.013 million from Hsu Feng Chih. In a related transaction, BCM Alliance entered into a letter of intent to acquire 0.133 million shares in a subscription and will get 25% stake in the enlarged capital. BCM Alliance will be funded the transaction via internally generated funds and/or bank borrowings, the exact mix of which will be decided at a later date after taking into consideration, amongst others, the gearing level of BCM Alliance, interest costs as well as internal cash requirements for BCM Alliance’s business operations. Currently, Lee Beng Wai, Lee Chin Fong and Hsu Feng Chih hold 54%, 36% and 10% stake in Foodict Maker respectively. On completion of both transaction and subscription, BCM Alliance will hold 0.27 million shares representing 51% stake in Foodict Maker and Foodict Maker will become a 51% subsidiary of BCM Alliance. As of May 31, 2019, Foodict Maker reported total assets of MYR 5.9 million and shareholders’ funds of MYR 0.94 million. For the year ended May 31, 2019, Foodict Maker reported revenue of MYR 3.6 million and profit after taxation and minority interest of MYR 0.35 million. An employment contract between Lee Chin Fong and Lee Beng Wai each with Foodict in respect of their continuous employment with Foodict for a minimum period of 3 years which shall commence on the date of completion of the subscription agreement will also be entered into before the completion of the proposed transactions. The transaction is subject to necessary approvals by Board of Directors of BCM Alliance and any other relevant parties or authorities, if required. The transaction is subject to and conditional upon the subscription agreement being unconditional in accordance with its terms therein on or before the date falling 60 days (“SPA Cut-off Date”) from the date of the share purchase agreement or by such later date as the parties may agree. The proposed subscription and the proposed acquisition are inter-conditional. BCM Alliance shall not be obliged to complete the purchase of any of the sale shares unless the purchase of all of the sale shares is completed simultaneously with the completion of the subscription agreement in accordance with the terms therein. The transaction is not subject to the approval of the shareholders of BCM Alliance and any relevant authorities and is not conditional upon any other corporate proposals undertaken or to be undertaken by BCM Alliance. Lee Chin Fong, Lee Beng Wai, Hsu Feng Chih and Foodict Maker will in good faith attempt to finalize the and execute the definitive agreement within 60 days from the date of acceptance of letter of intent or such other date as Lee Chin Fong, Lee Beng Wai, Hsu Feng Chih and Foodict Maker may mutually agree in writing. In the event that the share purchase agreement conditions precedent is not fulfilled or waived by BCM Alliance on or before the SPA Cut-off Date or by such later date(s) as the parties may mutually agree in writing, the share purchase agreement shall terminate and be null and void and of no further effect whatsoever and none of the parties shall have any claims against the others hereunder for costs, damages, compensation or otherwise, save in respect of any antecedent breach of the terms herein. Completion shall take place on a date falling 14 business days from the date upon which the conditions precedent shall have been duly obtained or fulfilled or waived. As of January 23, 2020, BCM Alliance Berhad and parties to the share purchase agreement have respectively agreed to extend the period to fulfill the conditions precedent from January 28, 2020 to March 30, 2020. The transaction will not have any material impact on the earnings and EPS of BCM Alliance for the financial year ending December 31, 2019. M&A Securities Sdn Bhd acted as a financial advisor for BCM Alliance. BCM Alliance Berhad (KLSE:BCMALL) cancelled the acquisition of 34.67% stake in Foodict Maker Sdn Bhd from Lee Chin Fong, Lee Beng Wai and Hsu Feng Chih on June 2, 2020.