PG Automotive Holdings Pte. Ltd. entered into a non-binding term sheet to acquire LCT Holdings Limited (SGX:BJL) in a reverse merger transaction on September 6, 2019. Under the terms of the transaction, SGD 20 million shall be paid by LCT Holdings by the transfer of two shares representing 100% equity interest of LC International Pte. Ltd. to the shareholders of PG Automotive Holdings on completion. The shareholders of PG Automotive Holdings include Song Jong Hee, Park Ki Chool, Miriam Ji Ryung Park and Park Veroni Se Hyun @ Park Se Hyun. The balance amount of SGD 140 million shall be satisfied by the issuance and allotment of new ordinary shares in the share capital of LCT Holdings to shareholders of PG Automotive Holdings in proportion to their respective shareholding interest in PG Automotive Holdings at an indicative issue price of SGD 1.135 per share. The final issue price shall be adjusted based on the final cash balance of LCT Holdings at completion. The final number of shares to be allotted and issued at the issue price shall be based on the final consideration to be determined by the independent valuation, subject to a range of between SGD 135 million and SGD 190 million. Immediately prior to the completion, the total number of shares (including but not limited to consideration shares) shall be sub-divided to achieve issue price of at least SGD 0.50 pursuant to Rule 241 of the listing rules. The transaction is subject to PG Automotive and LCT Holdings entering into a definitive documentation, LCT Holdings being satisfied with its due diligence investigations into PG Automotive, LCT Holdings remaining listed on the Mainboard of the SGX-ST upon completion, shareholders of PG Automotive being satisfied with its due diligence investigations into LCT Holdings, a legal opinion from a law firm acceptable to LCT Holdings to opine, amongst other things, that the restructuring, its implementation and the resulting target group are in compliance with the applicable laws, the business valuation of PG Automotive for the purposes of the acquisition being not less than SGD 135 million, the cash requirement being duly met, and receipt of all necessary governmental, regulatory and third party approvals or consents (if any) including the approvals from the SGX-ST and the shareholders of LCT Holdings. The definitive documentation is targeted to be entered within three months from the date of signing of the term sheet. Completion of the transaction shall be no later twelve months from the date the definitive documentation relating to the acquisition. As of December 5, 2019, the parties have mutually agreed to an extension of each of the Term Sheet Period and the Exclusivity Period for the Proposed Acquisition, from December 5, 2019 to February 5, 2020. LCT Holdings has appointed CEL Impetus Corporate Finance Pte. Ltd. as financial advisor in the transaction. PG Automotive Holdings Pte. Ltd. cancelled the acquisition of LCT Holdings Limited (SGX:BJL) in a reverse merger transaction on February 5, 2020. The transaction is cancelled due to expiry of the term sheet period and the exclusivity period.