PETALING JAYA: Minority shareholders of Tecnic Group Bhd have been advised to reject the takeover offer of 63 sen per share from Rohas-Euco Holdings Sdn Bhd (RE Holdings).
Tecnic Group’s independent board concurred with independent adviser Mercury Securities Sdn Bhd that the offer was “not fair” and “not reasonable”. Accordingly, the board has advised minorities to reject the offer, the plastic product manufacturing company said in a filing with Bursa Malaysia.
The directors of the company are Datuk Gan Kim Huat, Gan Poh San, Gan Chia Siang, Ng Wan Cher @ Ng Guan Cher, Tan Jing Pho, Teo Chee Kok, Tan Sri Hussin Ismail and Amirul Azhar Baharom.
Last month a group led by businessman Tan Sri Wan Azmi Wan Hamzah launched a cash offer of 63 sen per share to mop up all the shares they do not already own in Tecnic Group. The unconditional mandatory general offer (MGO) was from the joint offerers – RE Holdings, Wan Azmi and his wife Puan Sri Nik Anida Nik Manshor, George Sia and Chan Liew Hoon.
The MGO followed a reverse takeover (RTO) deal that had started in September 2015. In the exercise, RE Holdings had offered to sell its entire equity interest in Rohas-Euco Industries Bhd (REI) for RM200mil to Tecnic to be satisfied via the issuance of 317.5 million new 10 sen shares in Tecnic at 63 sen each.
The RTO deal effectively gives RE Holdings an 88.7% stake in Tecnic.
In the independent advice circular’s executive summary issued yesterday, Mercury Securities said that based on the discounted cashflow valuation, it had derived the fair value for Tecnic of between RM250.43mil and RM271.77mil, representing 70 sen to 76 sen per Tecnic share. “The offer price of 63 sen was a discount of seven sen (10%) to 13 sen (17%) to the abovementioned range of fair values per Tecnic share.”
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