TOA Venture Holding Company Limited agreed to make a tender offer to acquire an additional 35.7%% stake in Sherwood Chemicals Public Company Limited (SET:SWC) for approximately THB 700 million on July 17, 2017. Under the terms, the offeror offered to acquire 96 million ordinary shares at THB 13.25 per share. In a related transaction, TOA Venture Holding Company Limited entered into a shares sale and purchase agreement to acquire an additional 28.93% stake in Sherwood Chemicals Public Company Limited (SET:SWC) from a group of 12 shareholders. As of July 14, 2017, TOA Venture Holding Company Limited holds 36% stake in Sherwood Chemicals Public Company Limited. The shareholders accepting the offer are subject to a brokerage fee of 0.25% of the offering price and value added tax (7%) of such brokerage fee. After completion of the offer, TOA Venture Holding Company Limited will hold 100% stake in Sherwood Chemicals Public Company Limited and maintain Sherwood Chemicals' listing status. To finance the offer, the offeror obtained a letter of confirmation from United Overseas Bank (Thai) Public Company Limited certifying that the offeror will be provided with an amount not exceeding THB 1,280 million as the credit facility. After the offering period the offeror may consider changing or reducing the seats of the company’s Board of Directors in corresponding with an increase in its shareholding in the company. All shareholders of the Company agree to tender their shares under this tender Offer. During 12 months from the end of the tender offer, the offeror expects to make changes to the Board of Sherwood Chemicals Public Company Limited by changing or reducing the number of Directors of the company to be in line with the increased percentage of shareholding by the offeror. The offer is subject to a condition that the number of shares tendered under the offer must not be less than 28.9% of the total issued and paid-up ordinary shares of Sherwood Chemicals (including sellers under the agreement and other shareholders) and to other customary conditions. As on August 23, 2017 Directors who have no interest in the transaction unanimously resolved to recommend the shareholders to accept the tender offer. The tender offer will be officially submitted on July 24, 2017 and the tender offer period will be from July 25, 2017 to August 30, 2017. Suwanna Tantisricharoenkul of Beyond Advisor Co., Ltd acted as tender offer preparer, UOB Kay Hian Securities (Thailand) Public Company Limited acted as a tender offer agent and Hunton & Williams (Thailand) Ltd. acted as legal advisor to TOA Venture Holding Company Limited. After the offering period the offeror may consider changing or reducing the seats of the company’s Board of Directors in corresponding with an increase in its shareholding in the company. All shareholders of the Company agree to tender their shares under this tender Offer.