Eversendai Corporation Berhad (KLSE:SENDAI) agreed to acquire Vahana Offshore (M) Sdn. Bhd. from Vahana Holdings SDN. BHD. for approximately MYR 240 million on March 10, 2020. The price will be mutually agreed by the two parties subject to the completion of due diligence. Upon due deliberation, the Board (save for the interested directors namely, Tan Sri Nathan Elumalay and Narishnath Nathan) has resolved to accept the offer, subject to the finalization and execution of a definitive share sale agreement in respect of the proposed transaction and the fulfillment of the conditions precedent set out in the letter of offer and the definitive agreement.

The agreement was signed on June 30, 2020. As per agreement, Eversendai will acquire Vahana Offshore for MYR 235 million. Consideration will be paid via the issuance of 770,491,803 new redeemable convertible preference shares in Eversendai at an issue price of MYR 0.305 each. For the financial year 2019, Vahana Offshore reported revenues of MYR 48.5 million, profit after tax of MYR 4.9 million, profit before tax of MYR 4.9 million, total assets of approximately MYR 710 million and net liabilities of MYR 0.6 million.

The transaction is subject to consummation of due diligence, the approval of the board of directors and shareholders of Eversendai, Eversendai having obtained the approval of Bursa Securities for the listing of and quotation for the new Eversendai Shares arising from the conversion of the RCPS on the Main Market of Bursa Securities, where required, Eversendai having obtained the approval or consent of its financiers/creditors for, inter alia, the change in its group structure pursuant to the acquisition by Eversendai of the Sale Shares; and Vahana Offshore having obtained the New Financing Facility (as evidenced by a signed binding offer letter or term sheet issued by a licensed bank or financial institution) upon the terms and conditions satisfactory to Eversendai. Eversendai Corporation Berhad and Vahana Holdings SDN. BHD mutually agreed to extend the period of fulfillment of the conditions precedent for a period of 6 months from January 1, 2021 to June 30, 2021.


Third party approval is required and the transaction is contingent to the signing of the definitive agreement. The definitive agreement will execute within 30 days from the date of signing of the letter of offer i.e. March 10, 2020. Eversendai seeks to extend the exclusive period to March 31, 2020 for both Eversendai and Vahana Holdings SDN. BHD. to finalize and execute the definitive agreement. Eversendai Corporation Berhad and Vahana Holdings SDN. BHD mutually agreed to extend the period for the parties to execute the Definitive Agreement from March 31, 2020 to April 30, 2020.

Eversendai Corporation Berhad and Vahana Holdings SDN. BHD have on April 30, 2020 mutually agreed to extend the period for the parties to execute the Definitive Agreement from April 30, 2020 to May 31, 2020. Eversendai Corporation Berhad and Vahana Holdings SDN. BHD have on May 31, 2020, mutually agreed to extend the period for the parties to execute the Definitive Agreement from May 31, 2020 to June 30, 2020. The parties mutually agreed to extend the period of fulfillment of the conditions precedent for a period of 6 months from July 1, 2021 to December 31, 2021.

Transaction to be completed by the 4th quarter of 2020. The transaction is expected to contribute positively to the future earnings of Eversendai. MIDF Amanah Investment Bank Berhad acted as financial adviser, ZICO Insights Law LLC and Ince & Co Middle East LLP (Dubai Branch) acted as legal advisors, Baker Tilly Monteiro Heng PLT acted as accountant and BDO Capital Consultants Sdn Bhd acted as fairness opinion provider for Eversendai.

As of The Board of Eversendai announced that Eversendai and Vahana Holdings have mutually agreed to extend the period of fulfilment of the conditions precedent as set out in the sale agreement for a period of six months from July 1, 2022 to December 31, 2022.

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The Board of Eversendai wishes to announce that Eversendai and Vahana Holdings Sdn. Bhd., had on December 28, 2023 mutually agreed to terminate the Conditional Share Sale Agreement with immediate effect due to non-fulfilment of certain conditions precedent as set out in the Conditional Share Sale Agreement. Eversendai Corporation Berhad (KLSE:SENDAI) cancelled the acquistion of Vahana Offshore (M) Sdn. Bhd on December 28,2023.