Attilan could reacquire Hi-5 TV show in major deal with firm founded by MD, controlling shareholder

Singapore

ATTILAN Group, which faces delisting from the Singapore Exchange (SGX), could reacquire the children's television show Hi-5 under a very substantial acquisition or reverse takeover deal with a firm linked to Attilan's managing director.

Attilan, an investment firm, said on Thursday that it had entered into a non-binding memorandum of understanding to acquire family entertainment content producer Tremendous Entertainment Group (TEG) for S$100 million in cash and new Attilan shares that will result in a very substantial acquisition or reverse takeover.

Tremendous Entertainment Group is fully owned by Tremendous Opportunity Fund I LP, which is a fund of Tremendous Asia Partners. Attilan's controlling shareholder Ng Teck Wah is also a director of Tremendous Asia Partners.

In its announcement, Attilan said that other than Mr Ng, none of its directors or controlling shareholders has any direct or indirect interest in the proposed acquisition other than in his capacity as a director or shareholder of Attilan.

However, Attilan managing director Jared Lim is also the founding partner of Tremendous Asia Partners, and he is still listed on Tremendous Asia Partners' website as a key executive.

TEG's three anchor businesses are broadcast, live and interactive exhibitions. It owns preschool children TV programme Hi-5 and also manages the Sands Theatre in Marina Bay Sands, among other assets.

This will not be Attilan's first encounter with the Hi-5 franchise. In June 2012, a private equity fund called Dragonrider Opportunity Fund II LP managed by Asiasons Capital - which was what Attilan was called back then - acquired all the assets, including production, licencing, touring and merchandising rights to Hi-5 from Nine Network Australia and Southern Star Entertainment. Asiasons owned about 10 per cent of the fund, Mr Lim said at the time.

The purchase price was not disclosed, but Mr Lim said then that the firm had valued Hi-5's library at about US$30 million, and that the assets had been acquired at a slight discount to in-house valuations.

In September 2014, Asiasons sold its Malaysia private equity unit, which included the Dragonrider fund, to one Tremendous Asset Partners. The private equity unit was renamed after the sale to what is now Tremendous Asia Partners.

At the time, Asiasons said none of its directors or substantial shareholders, which included Mr Lim and Mr Ng, had any interest in the disposal other than through their Asiasons shares.

Under the latest deal, Attilan is expected to raise at least S$5 million through a share placement. The company will also issue new shares to the vendor as part of the consideration, in addition to cash.

The issue price for new shares is subject to negotiation. Both Attilan and Tremendous Opportunity Fund I will appoint an independent valuer to assess TEG, and if there are changes to the valuation, the parties will revise the terms and conditions of the sale shares, including the purchase consideration.

Attilan will seek shareholder approval at an extraordinary general meeting for the acquisition and a transfer of its listing from the mainboard to the sponsor-based Catalist board.

The deal's announcement came as Attilan is facing a compulsory delisting by SGX because the company failed to exit the market operator's watch-list. Attilan's shares, which have been suspended since June 2017, were last traded at 0.2 Singapore cent.

Attilan and TOF have agreed that the acquisition will proceed regardless whether the company is granted the appeal or an extension by SGX.