Universal Global Technology Co., Limited made a voluntary conditional cash offer to acquire 42.23% stake in Memtech International Ltd. (SGX:BOL) for SGD 79.9 million on May 14, 2019. Universal Global Technology will acquire the shares at a price of SGD 1.35 per share in cash. The offer price is final and Universal Global Technology does not intend to revise the offer price. In the event any distribution is or has been announced, declared, paid or made by Memtech International on or after May 14, 2019 to a shareholder who validly accepts or has validly accepted the offer, the offer price payable to such accepting shareholder shall be reduced by an amount which is equal to the amount of such distribution. Chuang Wen Fu, Chuang-Kao Jung Mi, Chuang Tze Mon, Chuang Tze Dey, Gu Cheng Hua, Yap Chin Kuan, Teow Joo Hwa, Heng Ngee Boon, Wang Jian, Bai Yisong, Zhang Liuqing, the current and former management team of Memtech International Ltd. together hold 57.77% stake in Memtech International and have given reinvestment undertaking. OCBC Bank, as financial adviser to Universal Global Technology in connection with the offer, confirms that sufficient financial resources are available to Universal Global Technology to satisfy in full, all acceptances in respect of the offer on the basis of the offer price. The funds will be funded by Universal Global Technology in the form of prepaid investment funds. Pursuant to Section 215 (1) of the Companies Act, Chapter 50 of Singapore, if Universal Global Technology receives valid acceptances pursuant to the offer or acquires the shares during the offer period otherwise than through valid acceptances of the offer in respect of not less than 90% of the total number of shares (other than those already held by Universal Global Technology, its related corporations or their respective nominees as at the date of the offer), Universal Global Technology will be entitled to exercise the right to compulsorily acquire all the shares of the shareholders who have not accepted the offer (the “dissenting shareholders”) on the same terms as those offered under the offer. In the event that Universal Global Technology becomes entitled to exercise their right under Section 215 (1) of the Companies Act to compulsorily acquire all the shares of the dissenting shareholders, Universal Global Technology intends to exercise their rights of compulsory acquisition. As of July 11, 2019, Universal Global Technology announced that it will exercise its right of compulsory acquisition to acquire all the shares held by dissenting shareholders on or after August 14, 2019. Memtech will be delisted from the SGX-ST upon the completion of the compulsory acquisition. Universal Global Technology intends for Memtech International to continue its existing business activities and does not intends to introduce any major changes to the business of Memtech International Ltd. or the operations of any of its subsidiaries and discontinue the employment of any of the existing employees of Memtech International Ltd. or its subsidiaries, other than in the ordinary course of business. The offer will be conditional on Universal Global Technology receiving valid acceptances in respect of such number of shares that will result Universal Global Technology, their related corporations or their respective nominees holding not less than 90% of the shares at the close of the offer. Universal Global Technology has the right to reduce the acceptance condition to a level that is more than 50% of the total number of shares subject to the consent of Securities Industry Council. Save for the acceptance condition, the offer is unconditional in all other respects. Transaction does not need the shareholders’ approval of Universal Global Technology. Transaction has been approved in the 12th meeting of Universal Global Technology’s 4th Directorate held on May 14, 2019. As of June 14, 2019, PricewaterhouseCoopers Corporate Finance Pte Ltd. is of the opinion that, on balance, the offer is fair and reasonable, from a financial point of view. As of June 14, 2019, the independent Directors of Memtech International recommended the shareholders to accept the offer if they are unable to obtain a price higher than the offer price (net of related expenses) in the open market. As of June 28, 2019, the acceptance condition has been satisfied, and as the offer is not subject to any other conditions, the offer is hereby declared unconditional in all respects. The transaction is expected to be completed in 2019. As of May 31, 2019, transaction is expected to close on June 28, 2019. As of June 27, 2019, the closing date is extended to July 12, 2019. As of June 28, 2019, the closing date is extended to July 26, 2019. The transaction is expected to have a positive impact on the earnings per share of ASE Technology Holding Co., Ltd. (TSEC:3711), the ultimate parent of Universal Global Technology. On July 15, 2019, SGX-ST advised that it has no objection to proposed delisting of Memtech from the Official List of the SGX-ST subject to the completion of the compulsory acquisition by Universal Global Technology and granting Memtech a waiver of Listing Rule 1307 subject to an announcement via SGXNet of the waiver granted, the reasons for seeking the waiver and the conditions imposed as required under Rule 107 of the Listing Manual. Oversea-Chinese Banking Corporation Limited (SGX:O39) acted as the financial advisor to Universal Global Technology Co., Limited. PricewaterhouseCoopers Corporate Finance Pte Ltd. acted as the financial advisor and fairness opinion provider to the independent Directors of Memtech International Ltd. M & C Services Private Limited acted as registrar for Memtech International. Tan Wei Shyan of Shook Lin & Bok acted as the legal advisor to Memtech International. Universal Global Technology Co., Limited completed the acquisition of 42.23% stake in Memtech International Ltd. (SGX:BOL) on July 26, 2019. The offer closed on July 26, 2019. At the close, Universal Global Technology Co., Limited and concert parties held 97.92% stake. The remaining stake will be acquired via compulsory acquisition.