Scientex Berhad made an offer to acquire remaining 38.12% stake in Daibochi Berhad from a group of shareholders for approximately MYR 340 million.
September 12, 2021
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Scientex Berhad (KLSE:SCIENTX) made an offer to acquire remaining 38.12% stake in Daibochi Berhad (KLSE:DAIBOCI) from a group of shareholders for approximately MYR 340 million on September 13, 2021. Scientex will acquire the remaining 124.78 million shares of Daibochi for MYR 2.7 per share and the remaining 26.14 million Daibochi Warrants with an exercise price of MYR 2.5 per warrant for a cash offer price of MYR 0.32 per Offer Warrant. The offer will be funded via a combination of internally generated funds and bank borrowings. Scientex Berhad intend to continue with the existing business and operations of Daibochi Berhad. Scientex Berhad do not have any plan to dismiss or make redundant any of the employees of Daibochi Group as a direct consequence of the offer. However, changes in employees' employment and redeployment of employees may take place as a result of Scientex's subsequent review to streamline and/or improve efficiency of the operations of Daibochi Group. ln the event, Scientex receives valid acceptance of not less than nine-tenths (9/10) in the nominal value of the offer securities (excluding shares already held by Scientex Berhad, ultimate offerors and person(s) acting in concert with them as at the date of the offer) on or before the closing date, it intends to invoke the provisions of Section 222('ll of the GMSA, subject to Section 224 of the CMSA, to compulsorily acquire any remaining offer securities from the holders who have not accepted the offer for which acceptances have not been received.
The offer is not conditional upon any minimum level of acceptances of the offer shares as the offeror already holds more than 50% of the voting shares in Daibochi. As of October 8, 2021, 0.0047 million shares were tendered. The offer is subject to the notification from the SC that it has no further comments on the contents of the offer document. The offer is not subject to the approval of the shareholders of Scientex. Scientex Berhad does not intend to maintain the listing status of Daibochi. TA Securities Holdings Berhad recommended the shareholders to accept the offer as it is fair and reasonable. The Directors of Daibochi Berhad recommended the shareholders to accept the offer. The offer is expected to be completed by the fourth quarter of 2021. As of October 4, 2021, The Offer is open for acceptances until October 25, 2021. On October 14, 2021, Tan Sri Dato' Mohd Sheriff Bin Mohd Kassim tendered 0.0175 million shares whereas Choo Seng Hong tendered 0.186800 million shares. As on October 22, 2021, Scientex Berhad purchased 0.4 million shares, Heng Fu Joe tendered 0.004 million share, Caroline Ang Choo Bee accepted offer Warrants of 0.00144 million and Wu Tze Foong accepted offer Warrants of 0.00648 million.As on October 21, 2021, The Offer is open for acceptances until November 8, 2021. UOB Kay Hian Securities (M) Sdn Bhd acted as financial advisor to Scientex. TA Securities Holdings Berhad acted as the Independent Adviser to Daibochi Berhad. Tricor Investor & Issuing House Services Sdn Bhd acted as registrar for Scientex.
Scientex Berhad is a manufacturer in flexible plastic packaging and a developer of affordable homes in Malaysia. The Company's segments include Packaging and Property development. The Packaging segment is engaged in the business of manufacturing, selling, and marketing of various flexible plastic packaging products, which can be categorized into industrial and consumer-based packaging products. The Property development segment is engaged in the business of constructing and developing affordable housing in Peninsular Malaysia. Its industrial packaging product range includes stretch film, PP strapping band, stretch & shrink hood, shrink film, agricultural film and PE flex tanks tubing. Its consumer packaging product range includes PE lamination base film, metallized film, general film, printed film (roll form), barrier film, BOPP film, CPP film and Wicket Bags. Its property arm has township development projects in Pasir Gudang, Kulai, Skudai, Senai, Ayer Keroh and Pulai, among others.