U City Public Company Limited (SET:U) (UCity) agreed to acquire Unicorn Enterprise Co., Ltd. (Unicorn) from BTS Group Holdings Public Company Limited (SET:BTS) (BTS) for THB 14.5 billion on October 30, 2017. UCity will issue in consideration 70.1 billion preferred shares at an offering price of THB 0.031 per share and 35 billion warrants to purchase the company ordinary shares No. 3. UCity will also accept all Unicorn loans owed to BTS. On December 6, UCity has revised the offer per share price from THB 0.031 to THB 0.034. Accordingly UCity will now issue 63.9 billion preferred shares and 32 billion warrants at no cost. After completion, Unicorn will cease its operation and proceed with dissolution and commence liquidation within the same fiscal year in which the entire business transfer will take place. Post-acquisition, the UCity will appoint its representatives as directors of the entities acquired from Unicorn.

The transaction is subject to shareholders' approval of UCity, Unicorn board and shareholders' approval, transfer of shares of some entities owned by Unicorn, Unicorn has obtained consent and/or waiver from the relevant parties, Unicorn has caused BTS to transfer all of its shares in Tanayong Hong Kong Limited to Unicorn, convert the loan of Unicorn owed to BTS as of the entire business transfer date in the form of promissory notes, there is no change having a material adverse effect on the business, assets, debts, financial status, and overall operating results of Unicorn Group Companies, UCity has obtained approval from the SEC for the issuance and offering of the newly issued preferred shares and the U-W3 Warrants and there is no event having a material adverse effect on the business, assets, debts, financial status, and overall operating results of the UCity group of companies. The transaction has been approved by board of directors of UCity on October 30, 2017 and shareholder of UCity on January 4, 2018. Completion is expected within the first quarter of 2018. I V Global Securities Public Company Limited acted as independent financial adviser to UCity. Paradorn Leosaku of The Capital Law Office acted as legal adviser to UCity. Phatra Securities Public Company Limited acted as financial advisor to BTS Group Holdings Public Company Limited.

U City Public Company Limited (SET:U) completed the acquisition of Unicorn Enterprise Co., Ltd. (Unicorn) from BTS Group Holdings Public Company Limited (SET:BTS) on March 16, 2018.