PETALING JAYA: Scientex Bhd has served a mandatory general offer (MGO) to Daibochi Bhd to acquire all the remaining shares and warrants it does not already owned for RM1.59 per share and 1 sen per warrant.
This comes after Scientex shareholders, at its EGM today, approved the acquisition of a 42.4% controlling stake in Daibochi for RM221.1 million or RM1.60 per share. The deal is unconditional right now.
The purchase of 139.1 million shares would be satisfied by the issuance of 25.1 million Scientex shares, with a share exchange ratio of one new ordinary Scientex share for every 5.535 Daibochi shares held.
Daibochi shareholders will have the option to elect for share swap on the basis of one new Scientex share for every 5.535 Daibochi shares held, or to receive RM1.59 in cash for every Daibochi share held.
The offer price and exchange ratio are subject to adjustments pursuant to Rule 6.03 of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia.
Scientex managing director Lim Peng Jin reiterated the group’s growth plans for Daibochi in addition to maintaining its listing status on the Main Market of Bursa Malaysia Securities Bhd, and retaining the workforce of Daibochi’s operations in Malaysia and Myanmar.
He sees two key areas where its combined expertise can place both Scientex and Daibochi on an accelerated growth trajectory synergistically.
“Firstly, the knowledge-sharing between our in-house research and development teams would enable us to develop a wider range of sustainable flexible plastic packaging, in close collaboration with brand owners and multinational corporations. This is imperative to being in the forefront of product innovation, in line with increasingly urgent demand for more environmentally-friendly products.
“Secondly, we are poised to benefit from increasing opportunities in the food and beverage (F&B) and fast moving consumer goods (FMCG) markets in Myanmar as it transitions from a closed to open economy. We hope to scale up its operations to tap into the fast-growing market,” Lim said in a statement.
Daibochi is flexible packaging provider in the Southeast Asian region, with manufacturing facilities in Malaysia and Myanmar. It provides high-barrier laminated flexible packaging for reputable clientele comprising mainly multinational corporations in the F&B, FMCG, and specialty sectors.
The acquisition of the 42.4% stake in Daibochi is expected to be completed on or before Feb 19, 2019 and would contribute positively towards Scientex’s earnings for the financial year ending July 31, 2019 onwards.
At 3.20pm, shares prices of Daibochi and Scientex were trading unchanged at RM1.59 and RM8.80, respectively.