General Announcement
Reference No
O&-050103-55555
Submitting Merchant Bank
:
K & N KENANGA BHD
Company Name
:
ASIAEP BHD
(MESDAQ Market)
Stock Name
:
ASIAEP
Date Announced
:
03/01/2005
Type
:
Announcement
Subject
:
ASIAEP BERHAD ("AsiaEP" or the "Company")
Letter of Offer in relation to the proposed acquisition and proposed subscription of up to 80.00% in the issued and paid-up share capital of Cimtek Pte Ltd ("Cimtek")
Contents :
The Board of Directors of AsiaEP (the
"Directors"
), is pleased to announce that the Company had on 3 January 2005 accepted an offer from Cimtek and its shareholders to subscribe and acquire up to 80.00% of the enlarged issued and paid-up share capital of Cimtek via a letter of offer dated 22 December 2004 (the
"Letter of Offer"
). The current issued and paid-up share capital of Cimtek is SGD150,000 comprising of 150,000 ordinary shares of SGD1.00 each (
"Cimtek Shares"
).
Under the Letter of Offer, the Vendors have also provided an irrevocable personal guarantee and the Consideration Shares (as defined below), pledged as guarantee, in respect of guarantees based on the Cimtek Group's (as defined below) forecast/projected profit after tax totaling RM10.0 million over a period of three financial years as follows:-
(i) For the financial period ending 2005 – RM1.5 million;
(ii) For the financial period ending 2006 – RM3.5 million; and
(iii) For the financial period ending 2007 – RM5.0 million.
Pursuant to the Letter of Offer, it is proposed that the Company shall:-
(i) acquire from the current shareholders of Cimtek, namely Dr. Wang Ming (the
"Vendors"
) 115,151 existing Cimtek Shares for an aggregate purchase consideration of RM16,500,273 to be entirely satisfied by the issue and allotment of 61,112,122 new AsiaEP ordinary shares of RM0.10 each at an issue price of RM0.27 (the
"Consideration Shares"
) (the
"Proposed Acquisition"
); and
(ii)
subscribe in cash for a total of 24,426 new Cimtek Shares for a total cash subscription of RM3,500,002 (the
"Proposed Subscription"
).
Based on the enlarged issued and paid-up share capital of Cimtek after the Proposed Subscription, the Company's shareholding in Cimtek after the Proposed Acquisition and Proposed Subscription shall be approximately 80% in Cimtek's enlarged share capital.
Cimtek was incorporated in Singapore on 16 June 1993. The principal activities of Cimtek and its wholly-owned subsidiaries, MyCimtek Solutions Sdn Bhd and Cimtek (Shanghai) Co., Ltd. (the
"Cimtek Group"
), are to carry on the business of product development, consultancy and product distribution in computer integrated manufacturing specifically in relation to supply-chain management solutions and materials forecasting simulation solutions. The Directors are of the view that the Proposed Acquisition and Proposed Subscription provides a unique opportunity for the Company to be involved in a business which allows the Company to tap onto its existing clientele base and to provide additional value-added services in the form of solution for supply-chain management. Furthermore, the Proposed Acquisition and the Proposed Subscription will also provide the Company with an immediate presence in Singapore and the People's Republic of China.
The terms of the Letter of Offer are only preliminary in nature and are subject to further negotiations. In view of this, the Proposed Acquisition and the Proposed Subscription are subject to the finalisation and execution by the Company of a conditional sale and purchase agreement with the Vendors (
"Share Sale Agreement"
) and a subscription agreement with Cimtek (
"Subscription Agreement"
) respectively. The completion of the Share Sale Agreement and the Subscription Agreement is inter-conditional upon each other.
A full announcement of the terms and conditions of the Proposed Acquisition and the Proposed Subscription will be made in due course upon the execution of the Share Sale Agreement and the Subscription Agreement, which is envisaged to take place within sixty (60) days from the date of the Letter of Offer.
The Directors and substantial shareholders of the Company do not have any interest, directly or indirectly, in the Proposed Acquisition and the Proposed Subscription. In so far as the existing Directors and the substantial shareholders are able to ascertain and are aware, no persons connected to them have any interest, directly or indirectly, in the Proposed Acquisition and the Proposed Subscription.
This announcement is dated 3 January 2005.