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Memtech's proposed delisting gets SGX nod; EGM not required
THE Singapore Exchange (SGX) has approved the proposed delisting of Memtech International, subject to the completion of the compulsory acquisition by its controlling shareholders - the Chuang family, the company said on Monday night.
The mainboard-listed electronics components manufacturer also does not need to hold an extraordinary general meeting (EGM) to obtain shareholder approval for the delisting, after SGX granted it a waiver from complying with listing rule 1307 which requires such a meeting.
Memtech said that it “would not be necessary or meaningful” to expend time and expenses to call for an EGM, given that the Chuang family’s offer to compulsorily acquire all Memtech shares had become unconditional after the offeror received valid acceptances for it to control not less than 90 per cent of Memtech as at 5pm on June 28.
The offeror would thus be able to unilaterally determine the outcome of a delisting resolution at an EGM, Memtech said.
Shareholders who have not accepted the offer also have the right to require the offeror to buy their shares on the same terms as those under the offer.
In May, a consortium led by company chairman Chuang Wen Fu made a voluntary conditional offer for all Memtech shares in a bid to delist it. The offeror is M-Universe Investments, a special purpose vehicle.
It offered S$1.35 in cash for each share, in a deal that values the company at S$189 million. The offer price represents a premium of 23.9 per cent over Memtech’s last transacted price of S$1.09 on May 10.
The independent financial adviser said that the offer was “fair and reasonable”.
Memtech said on Monday that SGX’s approval is not an indication of the merits of the proposed delisting.