Scomi Energy Services shareholders reject proposed three-way merger

PETALING JAYA: A proposed merger between loss-making Scomi Group Bhd and its two units Scomi Energy Services Bhd (SESB) and Scomi Engineering Bhd (SEB) hit a stumbling block after shareholders of SESB voted against the exercise at a court-convened meeting today.
SESB said in a Bursa Malaysia filing that its non-interested scheme shareholders had not approved the proposed merger by way of poll voting.
The total number of shareholders that voted either in person or by proxy is 64, out of which those who voted in favour of the resolution is 35, representing 54.69% in number of holders of the disinterested scheme shareholders.
Nonetheless, 67.34% shareholders representing 292.51 million shares voted against the merger deal.
“As the three-tier threshold required under Paragraph 2(f) of Schedule 3 of the Rules on Take-overs, Mergers and Compulsory Acquisition has not been met, the proposed merger resolution is not carried,” SESB said.
However, Scomi managed to gain support from its shareholders today, with 99.27% voting in favour of its proposed merger with SESB and SEB.
Now, all eyes are on SEB’s court-convened meeting, which is scheduled for tomorrow.
The proposed merger involves the acquisition by Scomi and the transfer of all SEB and SESB shares not already owned by Scomi at an offer price of 30 sen for each SEB share and 12.6 sen for each SESB share.
Three new Scomi shares will be offered for every five SESB shares and 10 new Scomi shares for every seven SEB shares.
Scomi owns 65.65% of SESB and 72.33% of SEB. Both SESB and SEB will be privatised if the proposed merger goes through.
The merger deal was to be followed by Scomi divesting some non-core assets, especially in oilfield services, in order to pare down debts and develop the renewables and chemicals businesses.
SESB and SEB have been making losses for the past two years. For the six-month ended Sept 30, 2017, SESB saw a narrowed net loss of RM38.27 million against RM42.06 million in the previous corresponding period.
SEB’s net loss, however, widened from RM2.63 million to RM31.28 million. Scomi also registered a bigger net loss of RM42.17 million from RM33.37 million.
On Bursa Malaysia today, Scomi’s share price was up 9.1% to 18 sen, while SESB and SEB gained 8% and 2% to 13.5 sen and 25 sen respectively.