KUALA LUMPUR: Global packaging manufacturer and leading property developer Scientex Bhd has proposed to launch a takeover of its subsidiary Daibochi Bhd's remaining shares and warrants that it does not already own, at an offer price of RM2.70 per share and 32 sen per warrant, for a total of RM345.3mil.
It said on Monday the proposed exercise entails buying 124.78 million Daibochi shares, representing 38.12% of the total issued shares, and 26.13 million warrants, representing 95.75% of the outstanding Daibochi warrants.
The offer price of RM2.70 per share represents a premium of 17.39% over the three-month volume weighted average market price (VWAP) up to the last traded price on Sept 10, 2021. In addition, the offer price represents a premium of 221.43% over the latest unaudited consolidated net asset per Daibochi share of 84 sen as at April 30, 2021.
The offer price for the warrants represents a premium of 100% over the three-month VWAP of Daibochi up to Sept 10.
Scientex CEO Lim Peng Jin said the challenges presented by the Covid-19 pandemic highlight the growing needs of companies to be agile to react fast to external impacts.
"This is especially important for Daibochi, which serves the supply chains of essential Food and Beverage and Fast Moving Consumer Goods segments.”
“To ensure uninterrupted supply to customers, it is crucial to future-proof Daibochi’s capabilities through implementation of risk mitigation and business continuity plans, that are integrated with Scientex’s resources and internal processes.
According to Lim, this will enhance Daibochi’s competitive edge and resilience, as well as reinforce the confidence among its multinational companies (MNCs) and local prominent brands.
"The cash offer provides an opportunity to Daibochi's shareholders to realise their investments immediately," he added.
The proposed privatisation of Daibochi would provide Scientex with greater flexibility and autonomy to rationalise its business activities and to streamline the operations of both Daibochi and the enlarged Scientex group of companies, to achieve greater operational efficiencies to grow the flexible packaging business.
Additionally, the proposed privatisation would allow Scientex to streamline Daibochi’s production, supply chain, business development and administrative functions as an overall means to optimise the enlarged Scientex Group's operations as a leading packaging player in the region, aligned to its sustainability roadmap.
Daibochi would also be able to leverage on the larger scale of the Scientex Group's manufacturing facilities in Malaysia, other Southeast Asian countries, and the US, and thus be in a better position to meet the stringent requirements of MNCs and prominent local brands, who are increasingly reliant on suppliers that are equipped with good risk management and business contingency plans.
Scientex intends to finance the offer consideration through a combination of internally generated funds and bank borrowings. Barring any unforeseen circumstances and subject to all relevant approvals being obtained, the offer is expected to be completed by the fourth quarter of 2021.
The privatisation offer is subject to the clearance of the Securities Commission for the issuance of the offer document, the draft of which will be submitted to the SC within four days.