Tuesday October 18, 2011
OCBC Capital Malaysia to buy five PacificMas units for RM450mil
In a filing with Bursa Malaysia yesterday, PacificMas said OCBC Capital Malaysia planned to acquire 100% of Pac Lease Bhd, PB Pacific Sdn Bhd, PacificMas Fidelity Sdn Bhd and PacificMas Capital Sdn Bhd as well as an 85% stake in Pacific Mutual Fund Bhd.
In the offer letter, OCBC Capital Malaysia said the aggregate purchase consideration for the proposed acquisition should be RM450mil, of which RM164.23mil in cash would be paid on completion date and RM285.76mil as an amount due and owing by OCBC Capital Malaysia to PacificMas payable not later than 12 months from the date of the acquisition agreement.
It said upon the completion of the corporate exercise, PacificMas' assets would comprise mainly cash, available-for-sale/trading securities and the deferred amount.
PacificMas will immediately take steps to liquidate/sell as far as possible all of its remaining residual assets and settle all the outstanding debts or liabilities, including settling expenses relating to the proposed acquisitions and proposed distributions.
“Thereafter, PacificMas will promptly distribute its remaining cash via the declaration of special dividend(s) and/or the implementation of a capital repayment exercise in accordance with Section 64 of the Companies Act, 1965, to all the entitled shareholders of PacificMas,” it said.
“The objective of the liquidation and sale of assets is to realise the value of all remaining assets and PacificMas will use its best endeavours to distribute expeditiously the remaining cash and realizable value to all the entitled shareholders,” it said.
CSB would authorise PacificMas to apply the cash entitlement of OCBC Capital Malaysia under the proposed distributions to set off against the deferred amount and distribute the balance, if any, to OCBC Capital Malaysia in cash.
This offer shall remain open for acceptance up to 5.30pm on Nov 4, 2011.