Asti loses offer after missing deadline to submit audited financial statement

WATCH-LISTED semiconductor company Asti Holdings said on Wednesday (Oct 25) that its potential offerer and potential offerer consortium will no longer be pursuing an acquisition of the company.

The offerers ceased interest in the company after it failed to prepare audited financial statements of the company for FY2022 by Sep 30, 2023. This had been a condition upon which the offer was contingent.

Asti said it was unable to prepare the financial statement as the company no longer had an auditor, since shareholders at its last annual general meeting (AGM) approved a resolution to retire Ernst & Young, its auditor at the time.

Since then, no auditor has been appointed; a resolution to appoint RT at the last AGM failed to garner majority approval from shareholders.

The board said it intends to put up another resolution to shareholders to appoint an auditor as soon as possible, so that it can finalise its audited financial statement for FY2022.

The company added that it will also engage with the offerers to “clarify the scope and the implications of their decision not to pursue the potential exit offer”, as well as seek other potential exit offers.

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Separately, on a disclaimer of opinion made by an independent auditor on its subsidiary Dragon Group International (DGI), Asti said it anticipates “no significant factors which might affect the audit process and signing off of the audited financial statements of the company for FY2022”.

DGI on Tuesday put up a notice that RT, its independent auditor, had put up a disclaimer of opinion as it had not been able to obtain “sufficient appropriate audit evidence to provide a basis for an audit opinion on the group’s financial statements”.

In its report, the auditor noted that DGI and its subsidiaries are in net liabilities positions of US$1.1 million and US$3.2 million, respectively. Their current liabilities also exceed their current assets, it said.

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“These conditions indicate the existence of a material uncertainty which may cast significant doubt about the group’s and the company’s ability to continue as a going concern,” said the auditor.

RT also noted that Asti is in a middle of a lawsuit, which could affect its undertaking to not recall the amounts due to itself and provide continuing financial support to DGI and its subsidiaries.

“Because of the significance of the uncertainties arising from the matters described above, we are unable to express an opinion on the accompanying financial statements,” the auditor said.