VGI Global Media Public Company Limited (SET:VGI) entered into a binding term sheet to acquire a 23% stake in Kerry Express (Thailand) Company Limited from KLN Logistics (Thailand) Limited, Siam Chao Phraya Express Limited and Gather Excellence Limited for THB 5.9 billion on April 23, 2018. VGI Global Media Public Company Limited (SET:VGI) entered into definitive agreement to acquire a 23% stake in Kerry Express (Thailand) Company Limited from KLN Logistics (Thailand) Limited, Siam Chao Phraya Express Limited and Gather Excellence Limited for THB 5.9 billion on May 17, 2018. Under the terms, VGI Global Media Public Company Limited will acquire 0.28 million shares at THB 0.02 million per share in cash. KLN Logistics (Thailand) Limited will sell 17% stake (0.2 million shares) and receive THB 4.4 billion whereas Siam Chao Phraya Express Limited and Gather Excellence Limited will sell 4.31% stake (0.05 million shares) and 1.69% stake (0.02 million shares). The purchase price is subject to final adjustment and will be paid in cash on completion. The term sheet includes non-competition undertaking by the sellers and buyer. After completion of the transaction, Kerry Express (Thailand) Company Limited will remain a non-wholly owned subsidiary of KLN Logistics (Thailand) Limited. According to the terms of definitive agreement the consideration will be paid in 2 tranches, in tranche 1 VGI Global Media Public Company Limited shall pay THB 5 billion on the closing date and in tranche 2 THB 885 million on the closing date subject to satisfaction of share subscription conditions of share purchase agreement. In the event that the conditions are not satisfied on the closing date the VGI Global shall pay the tranche 2 in accordance with the terms of the share purchase agreement. In related transaction, VGI Global Media Public Company Limited (SET:VGI) and KLN Logistics (Thailand) Limited, Siam Chao Phraya Express Limited and Gather Excellence Limited have entered into share subscription agreement on May 17, 2018. VGI will use cash on hand of approximately THB 1 billion together with the proceeds from the exercise of VGI-W1, for a highest amount of THB 11.9 billion and short-term loan from financial institutions at the amount of THB 4.9 billion.

Subject to completion of the transaction, the sellers or any one or two of them shall agree to subscribe for the newly issued ordinary shares of VGI Global Media Public Company Limited at the subscription price per share equal to 95% of the volume weighted average price of VGI Global Media Public Company Limited's ordinary shares traded on the Stock Exchange of Thailand during 7 consecutive business days prior to the date on which VGI Global Media Public Company Limited's Board of Directors' meeting resolves to propose the offering of the new shares to the shareholders' meeting for approval. The number of new shares to be subscribed shall be equivalent to 15% of the purchase price divided by the subscription price. As of July 5, 2018, VGI Global Media Public Company Limited obtained the approval of shareholders in an annual general meeting.

For the year ended December 31, 2017, Kerry Express (Thailand) Company Limited had revenues of THB 6.58 billion, net profit after tax of THB 733 million, total assets of THB 2.71 billion and net book value of THB 557.5 million. The transaction is subject to satisfactory completion of due diligence, approval of the Board of Directors and shareholders of VGI Global Media Public Company Limited, approval of Office of Securities and Exchange Commission for the issuance of new shares of VGI Global Media Public Company Limited, the parties agreeing to the terms and conditions of the definitive agreement in respect of the disposal, Kerry Express (Thailand) Company Limited is repaid in full from loan to related parties, Kerry Express (Thailand) Company Limited having sufficient working capital to finance its existing business operations without reliance on any outside borrowing and other customary conditions. The transaction has been approved by the Board of Directors of VGI Global Media Public Company Limited on May 17, 2018. The transaction is expected to be completed within August 14, 2018. The sale proceeds will be used by KLN Logistics (Thailand) Limited as additional working capital. KLN Logistics (Thailand) Limited, Siam Chao Phraya Express Limited and Gather Excellence Limited shall utilize cash of THB 885.1 million to subscribe for ordinary shares of the VGI Global Media Public Company Limited via Private Placement. Capital Advantage Company Limited acted as financial advisor for VGI Global Media Public Company Limited.

VGI Global Media Public Company Limited (SET:VGI) completed the acquisition of 23% stake in Kerry Express (Thailand) Company Limited from KLN Logistics (Thailand) Limited, Siam Chao Phraya Express Limited and Gather Excellence Limited on July 20, 2018.