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Baodi offers HK$3.267 per Techcomp share after acquiring 61.5% stake
BAODI International Investment is offering HK$3.267 for each share of Techcomp (Holdings) that it does not already hold after acquiring a 61.5 per cent stake in the latter.
The mandatory unconditional cash offer was triggered by Baodi's Aug 14 acquisition of shares held by Techcomp's president, executive director and controlling shareholder Lo Yat Keung, Mr Lo's wife, Techcomp executive director Chan Wai Shing, and one Guo Bing. Baodi plans to maintain Techcomp’s listing on the Singapore Exchange.
Baodi is also offering between HK$1.643 and HK$2.861 per share for the cancellation of share options issued by Techcomp, a scientific equipment supplier that has a primary listing in Hong Kong and a secondary listing in Singapore. The offer, which closes on Sept 11, is being made under Hong Kong rules.
The share offer represents a premium of about 38.43 per cent over net asset attributable to Techcomp’s owners of about HKS$2.36 per share as at Dec 31, 2017. Techcomp shares were not traded on the Singapore Exchange as at 10am on Tuesday, but were bid at 56.5 Singapore cents.
If no share options are exercised and both the share and option offers are accepted in full, Baodi will pay HK$379.7 million (S$69.3 million), comprising HK$345.96 million for almost 105.9 million shares held by minority shareholders, and another HK$33.72 million to go towards cancelling all outstanding share options.
If option holders reject the option offer, instead exercising all their share options, and Baodi's share offer is accepted in full for all current and newly issued option shares, the offeror will pay HK$396.07 million in all.
Baodi has already received an irrevocable undertaking from one shareholder, Xu Guo Ping, who holds over 4.86 million shares or 1.76 per cent of Techcomp’s total issued share capital, to accept the mandatory cash offer.
Deloitte Corporate Finance is acting as the financial adviser to Baodi.