PETALING JAYA: Cosmos Technology International Bhd
has proposed to acquire a 51% stake in Orisystems Opto Sdn Bhd for RM16.52mil via the issuance of new shares, as the group seeks to diversify into the electronic manufacturing services (EMS) business.
In a filing with Bursa Malaysia, Cosmos said it had entered into a non-binding letter of intent with Orisystems shareholders Akil Ahmad Mohammed Ishaq and Othman Ali on Oct 19 for the proposed acquisition of 510,000 ordinary shares in Orisystems.
The indicative purchase consideration of RM16.524mil will be fully satisfied through the issuance of 33.048 million new Cosmos shares at an issue price of 50 sen apiece.
The issue price represents a premium of 27.71% over Cosmos’ five-day volume-weighted average market price of 39.15 sen up to Oct 16, the last trading day before the letter of intent was signed.
Cosmos said the proposed acquisition would allow the group to broaden its business portfolio by venturing into the EMS industry and gain immediate access to Orisystems’ existing operations, rather than having to establish the necessary operational capabilities and resources from scratch.
Orisystems is principally involved in the manufacturing of electronic parts and components, including aerospace-related products, as well as general trading and product packaging.
Under the proposed arrangement, Akil will sell 333,333 shares, representing a 33.33% stake in Orisystems, while Othman will sell 176,667 shares, or a 17.67% stake.
The proposed acquisition is subject to a profit guarantee under which Orisystems is required to achieve a profit after tax of at least RM3.6mil for each financial year ending Dec 31, 2027, 2028 and 2029, with a cumulative profit after tax of at least RM10.8mil over the three-year period.
