PETALING JAYA: Packaging solutions company Kian Joo Can Factory Bhd (KJCF) has received a RM1.46bil cash takeover offer from Aspire Insight Sdn Bhd at RM3.30 a share, which is RM1.01 above its net asset per share of RM2.29.
According to the takeover letter to KJCF, Aspire Insight would acquire the entire business and undertaking including all the assets and liabilities.
Upon completion of the proposed acquisition, Aspire Insight’s direct stake in KJCF’s subsidiary BOX-PAK (MALAYSIA) BHD will increase from nil to 54.83%.
Aspire Insight would be obliged to extend a mandatory general offer for all the remaining Box-Pak shares not owned by Aspire Insight after the proposed acquisition.
The shareholders of Aspire Insight are Ekuiti Merdu Sdn Bhd and Alleyways Sdn Bhd.
Ekuiti is wholly owned by the Employees Provident Fund which is a substantial shareholder of KJCF. Alleyways, on the other hand, is majority owned by Freddie Chee Khay Leong.
Interestingly, Chee had on Nov 22 resigned as an executive director of CAN-ONE “to pursue a full-time key position outside Can-One” based on Can-One’s earlier filing.
To recap, Chee was appointed to the board of Can-One as chief operating officer cum executive director on April 8, 2005. He relinquished the position on July 11, 2012, when he was appointed chief operating officer-cum-executive director of KJCF.
According to data compiled by Bloomberg, Can-One owns a 32.9% stake in KJCF.
When the takeover of KJCF is completed, it might be classified as an affected listed issue as it would have insufficient business and ceased operations and be a cash company.
KJCF has cash and cash equivalents of RM136.7mil as at Sept 30, 2013.
Aspire Insight had proposed to KJCF’s board of directors and shareholders to distribute the cash proceeds from KJCF’s capital repayment.
After the capital repayment, KJCF will seek the delisting of the shares on the Main Market of Bursa Malaysia Securities.
KJCF’s net profit rose 13.3% to RM31.9mil in the third quarter ended Sept 30, 2013, from RM28.2mil in the previous corresponding period, and its earnings per share rose 7.19 sen to 6.35 sen. During the quarter in review, KJCF’s revenue expanded 16.6% to RM326.8mil from RM280.1mil previously.