Proposed Acquisition of Unisteel Technology Limited by KKR
Singapore, Hong Kong. - The directors of Unisteel Technology Limited (“Unisteel” or the “Company”) and Latch Holding (Labuan) Limited (“LHL”) are pleased to announce the proposed acquisition of Unisteel by LHL, a special purpose company which is owned by funds affiliated with and advised by Kohlberg Kravis Roberts & Co. L.P. (“KKR”). The proposed acquisition will be effected by way of a scheme of arrangement.
This news release should be read in conjunction with the full text of the joint announcement by the Company and LHL dated 7 June 2008 (the “Announcement”). A copy of the Announcement is available on www.sgx.com.
Unisteel and LHL have today entered into an agreement to implement a scheme of arrangement (“Scheme”) under the Companies Act , Chapter 50 of Singapore and in accordance with the Singapore Code on Take-overs and Mergers.
Under the Scheme, all issued ordinary shares in Unisteel (“Unisteel Shares”) held by the shareholders of Unisteel (“Unisteel Shareholders”) as at a books closure date to be announced will be transferred to LHL. Each Unisteel Share will be acquired by LHL for a cash consideration of S$1.95 per share, which values the whole of Unisteel at approximately S$785 million1.
Once the Scheme becomes effective, the Unisteel Shares will be transferred to LHL together with all rights including the right to receive and retain all dividends declared, made or paid by the Company on or after the date of the Announcement.
1Based on issued share capital of 402,791,410 Unisteel Shares, of which 214,000 Unisteel Shares are held as treasury shares.
On the basis of the consideration price of S$1.95 in cash for each Unisteel Share, the implied premium of the consideration price compared to the share prices of Unisteel is as follows:
* A premium of 27.2% to Unisteel’s 6-month volume weighted average price (“VWAP”) to 15 April 2008
* A premium of 46.3% to Unisteel’s 3-month VWAP to 15 April 2008
* A premium of 42.0% to Unisteel’s 1-month VWAP to 15 April 2008
* A premium of 18.9% to Unisteel’s closing price on 15 April 2008, being the day prior to Unisteel’s response to the query by the Singapore Exchange Securities Trading Limited (“SGX-ST”) and announcement on 16 April 2008 that they were reviewing strategic options available to the Company
* A premium of 39.3% to Unisteel’s closing price on 14 April 2008, being the day prior to the query by the SGX-ST to Unisteel regarding a substantial increase in the price of Unisteel Shares on 15 April 2008.
* A price-to-net tangible assets multiple of 5.8 times calculated based on Unisteel’s unaudited Net Tangible Assets per share as at 31 March 2008
* A price-earnings multiple of 17.7 times calculated based on Unisteel’s unaudited earnings per share (EPS) for the 12 months ended 31 March 2008.
Mr Bernard Toh, Executive Chairman of Unisteel, stated, “We are delighted to receive KKR’s proposal to acquire the Company by way of a scheme of arrangement. The consideration price of S$1.95 provides an opportunity for Unisteel Shareholders to realise their investment in Unisteel Shares for cash at a significant premium to recent trading prices of the Company’s shares.”
Mr Ming Lu, a partner of KKR, said, “Unisteel’s able management team and regional manufacturing capabilities provide a solid foundation for global growth. KKR is uniquely positioned to build upon this foundation, leveraging our vast experience in investing in the technology sector and enabling resources to achieve a different growth trajectory and unlock the full potential of the business.”
It is the intention that the members of the management team of the Unisteel group will continue in their current positions in the Unisteel group.
LHL has received irrevocable undertakings from some of the Unisteel Shareholders, representing approximately 20.54% of Unisteel’s issued shares in the capital of Unisteel to, inter alia, vote, or procure the voting of, all their Unisteel Shares in favour of the Scheme.
The Scheme will require, inter alia, the approval of the Scheme by a majority in number of Unisteel Shareholders present and voting, either in person or by proxy, at the meeting of the Unisteel Shareholders to be convened by the High Court of Singapore to approve the Scheme, such majority holding not less than 75 per cent. in value of the Unisteel Shares held by the Unisteel Shareholders present and voting at this meeting, and the sanction of the Scheme by the High Court of Singapore.
The Independent Directors of Unisteel will be appointing an independent financial adviser (“IFA”) to advise them for the purpose of making a recommendation to Unisteel Shareholders in connection with the Scheme. Full details of the Scheme including the recommendation of the Independent Directors along with the opinion of the IFA will be included in a Scheme document to be sent to Unisteel Shareholders in due course.
Unisteel to be De-listed
Upon the completion of the Scheme, Unisteel will become a wholly-owned subsidiary of LHL, and will be de-listed from the Official List of the SGX-ST.
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