Hanwha ups Dyna-Mac takeover offer to final price of S$0.67 per share
The closing date of the offer is extended to 5.30 pm on Nov 6
HANWHA Ocean SG, the special purpose vehicle owned by South Korean public companies Hanwha Aerospace and Hanwha Ocean, announced a revised final offer price of S$0.67 per share for all issued ordinary shares of offshore oil-and-gas contractor Dyna-Mac in an offer document filed on Monday (Oct 14).
The offeror said this signals the “final opportunity for shareholders to immediately realise attractive returns at compelling premiums” over the volume-weighted average price for the one-month, three-month, six-month and 12-month periods, respectively – up to and including Sep 10, when the counter was last traded.
The final offer price now represents a premium of 584.4 per cent over the company’s net asset value of S$0.0979 as at Jun 30, 2024. It exceeds all previous closing prices of the stock for the past 10 years prior to and including the last trading day.
It is also more than 14 times the diluted earnings per share (price-to-earnings ratio) for the 12 months ended Jun 30, 2024. This is based on the company’s reported net profit attributable to equity holders and the fully diluted capital of the company, assuming the exercise of all outstanding warrants and share awards.
As at 6 pm on Monday, Hanwha Ocean SG and its concert parties had garnered an aggregate of 284,247,110 shares – representing about 24.09 per cent of the total number of issued shares in Dyna-Mac.
Dyna-Mac said in a bourse filing that based on the level of acceptances and aggregate holdings, the offer has not become unconditional as at Monday. Additionally, the offer also remains conditional on the fulfilment of the merger control condition, it noted.
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The final offer comes after Hanwha Ocean SG considered the value and growth prospects of Dyna-Mac, taking into account its financial performance, net cash position and order book, as well as the potential benefits of its recent Exterran Offshore acquisition.
Accordingly, the closing date of the offer is extended to 5.30 pm on Nov 6, 2024.
While the offeror said it has no intention to increase or revise this improved offer, it added it “reserves the right to do so in a competitive situation”.
It first made an offer in September at S$0.60 a share but some analysts and the estate of Dyna-Mac’s late founder said the offer was not compelling.
In the event the offer is not successful, Hanwha Ocean SG said it provides no assurance that the share price will remain at current prevailing levels or that shareholders will be able to monetise their shares at the final offer price.
Shares of Dyna-Mac ended flat at S$0.65 on Oct 11 when it called for a trading halt. The counter will resume trading on Tuesday.
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