This announcement is made pursuant to Rule 13.09 of the Listing Rules.
The Board is pleased to announce that, on December 18, 2010, the Purchaser entered into the Equity Transfer Agreement with the Vendor, pursuant to which the Purchaser agreed to
acquire and the Vendor agreed to sell a 30% equity interest in MSB Manufacturing.
Upon completion of the Acquisition, the Company will own 30% of the equity interest in MSB Manufacturing, and MSB Manufacturing will be deemed as an associate company of the Company and its financial results will be accounted for in the Group’s financial statements using the equity accounting method.
THE EQUITY TRANSFER AGREEMENT
Date:
December 18, 2010
Parties to the Agreement:
(1) Vendor: Mr. Adnan Bin Elias (an independent third party)
(2) Purchaser: Leoch Power Supply (H.K.) Limited, a limited liability company incorporated in Hong Kong, being an indirectly wholly-owned subsidiary of the Company
CONSIDERATION AND PAYMENT TERMS
Pursuant to the Equity Transfer Agreement, the Purchaser will acquire a 30% equity interest in MSB Manufacturing at a consideration of MYR664,500 in accordance with the terms and conditions set out in the agreement. The Consideration will be settled by the Group out of its internal resources.
Pursuant to the Equity Transfer Agreement, payment of the Consideration shall be made within 30 business days upon an approval being granted by the relevant approval authority of Malaysia.
Unless otherwise mutually agreed by the parties, in the event that the relevant approval authority does not grant the approval for the equity transfer within 60 days from the day on which the application for the approval of the equity transfer is made, neither parties to the Equity Transfer Agreement shall have any claim against the other, and the rights and obligations of the parties will lapse and cease to be of any further effect.
BASIS OF DETERMINATION OF THE CONSIDERATION
The Consideration was arrived after arm’s length negotiations amongst the parties with reference to, inter alia, (1) the net asset value of MSB Manufacturing as at December 31, 2009; (2) the future prospect of the business of MSB Manufacturing; and (3) the future prospect of the lead-acid batteries sectors in Malaysia and Southeast Asia.
INFORMATION ON MSB MANUFACTURING
MSB Manufacturing is a limited liability company incorporated in accordance with the laws of Malaysia. It is principally engaged in research, manufacture and sales of lead-acid batteries and is the only manufacturer of lead-acid batteries for industrial use in Malaysia. MSB Manufacturing has a quality customer base, with revenue per annum amounted to approximately MYR15,000,000. It has years of experience in marketing, production management and quality control.
REASONS FOR THE ACQUISITION
The Group is principally engaged in research, manufacture and sales of lead-acid batteries.
The Group has been exploring opportunities to expand its current operation to new regions which would demonstrate significant potential for growth in a global scale, in particular the operations in Malaysia and Southeast Asia, to serve as a platform for the Group to expand into the Southeast Asia market.
The Board believes the Acquisition is in line with its business objective of forming alliance with other lead-acid batteries corporations and strive for closer partnership with its allies.The Company will be benefited from the market position of MSB Manufacturing in the leadacid batteries market in Malaysia and the entire Southeast Asia, as well as its vast experience in areas such as, among others, research and development, certifying of product quality management and standard, cost control, quality control and environmental protection. The investment in MSB Manufacturing does not require the Company to allocate substantial human and management resources to the investee.
The Directors are of the view that the terms and conditions of the Equity Transfer Agreement (including the Consideration) are fair and reasonable, the entering into of the Equity Transfer
Agreement is in the interests of the Group and the shareholders of the Company as a whole.