News
Advance Synergy Berhad (ASB Or The Company)
BackMar 22, 2001
| General Announcement Reference No MI-020322-60831 |
| Submitting Merchant Bank | : | SOUTHERN INVESTMENT BANK BERHAD |
| Company Name | : | ADVANCE SYNERGY BERHAD |
| Stock Name | : | ASB |
| Date Announced | : | 22/03/2002 |
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| Type | : | Announcement |
| Subject | : | ADVANCE SYNERGY BERHAD (ASB or the Company) |
Contents :
Proposed Acquisition of:
- 70% equity interest comprising 700,140 ordinary shares in Unified Communications Sdn Bhd (UCSB) for a cash consideration of approximately RM23.50 million
- 70% equity interest comprising 42,000 ordinary shares in Unified Communications Pte Ltd (UCPL) for a cash consideration of approximately RM85.5 million
(Proposed Acquisitions)
1. INTRODUCTION
Further to the announcement dated 26 May 2001, Southern Investment Bank Berhad, on behalf of the Board of Directors of ASB, wishes to announce that the Company's wholly owned subsidiary, Worldwide Matrix Sdn Bhd(WMSB), had on 22 March 2002 entered into a Supplemental Agreement with Mr Wong Tze Leng (the Vendor) to vary certain terms of the Sale & Purchase Agreement entered into on 26 May 2001(Principal Agreement).
The revised terms as set out in the Supplemental Agreement are a result of subsequent negotiations between WMSB and the Vendor following the Principal Agreement.
The following major terms of the Principal Agreement has been varied or supplemented under the Supplemental Agreement:
2.1 Purchase Consideration
2.3 Manner of Payment
2.5 Conditions Precedent2.1 Purchase Consideration
The purchase consideration of UCSB and UCPL have been revised to RM99,000,000 from the original RM109,000,000. A summary of the breakdown for the revised purchase consideration is as follows:
2.2 Number of shares to be acquiredOn 26 July 2001, UCPL's issued and paid up capital was increased from SGD60,000 comprising 60,000 ordinary shares of SGD1.00 each to SGD1,000,000 comprising 1,000,000 ordinary shares of SGD1.00 each. Accordingly, based on the acquisition of a 70% equity interest in UCPL, the total number of shares to be acquired by WMSB has been increased to 700,000 from the original 42,000.
2.3 Manner of Payment
Under the Principal Agreement, the second payment of 40% of the purchase consideration totalling RM43.6 million is to be paid upon obtaining all the relevant approvals ("Effective Date" as defined in the Principal Agreement) or within 6 months from the date of the Principal Agreement, whichever is earlier.
Under the Supplemental Agreement, ASB is required to pay RM44.65 million representing 45.10% of the revised purchase consideration on or before 15 July 2002 together with interest calculated thereon at the rate of 6% per annum from 16 May 2002 to the date of actual payment. Accordingly, pursuant to the Supplemental Agreement, the terms of payment has been revised as follows:
Under the Supplemental Agreement, ASB is required to pay RM44.65 million representing 45.10% of the revised purchase consideration on or before 15 July 2002 together with interest calculated thereon at the rate of 6% per annum from 16 May 2002 to the date of actual payment. Accordingly, pursuant to the Supplemental Agreement, the terms of payment has been revised as follows:
The Conditions Period( i.e the period during which all the conditions precedent are to be fulfilled), has been revised to 15 May 2002 from 26th February 2002 as stated in the Principal Agreement.
In addition to the conditions precedent under the Principal Agreement, the Proposed Acquisition is now subject to WMSB receiving a waiver from the Securities Commission from having to make a mandatory offer for the remaining shares in UCSB not acquired by WMSB.
Save for the above, all other major terms of the Principal Agreement remain unchanged.
3. EFFECTS OF SUPPLEMENTAL AGREEMENTSave for the above, all other major terms of the Principal Agreement remain unchanged.
For illustrative purposes, based on the proforma consolidated net tangible assets (NTA) of ASB as at 31 December 2000, the dilution in the NTA per stock unit of ASB arising from the Proposed Acquisition is expected to be reduced by approximately RM0.03 in view of the reduction of RM10 million in the purchase consideration, as illustrated below:
Save for the above, the Supplemental Agreement is not expected to have any material financial effect on the Company.
Save for the above, the Supplemental Agreement is not expected to have any material financial effect on the Company.
4. DOCUMENTS FOR INSPECTION
The Supplemental Agreement is available for inspection at the registered office of ASB at Level 3A (Tower Block), Menara Milenium, 8 Jalan Damanlela, Bukit Damansara, 50490 Kuala Lumpur.
This announcement is dated 22 March 2002.