Unisem gets takeover offer of RM3.30 a share

PETALING JAYA: China-based Tianshui Huatian Technology Co Ltd. (TSHT) and Tianshui Huatian Electronics Group Co Ltd (TH Group) have signed a collaboration agreement with the single largest shareholder of Unisem collectively, chairman John Chia and director Alexander Chia, to start the ball rolling on a plan for the Chinese parties to acquire at most a 75.72% stake in Unisem for RM3.30 a share.
The principal activity of TSHT is provision of semiconductor integrated circuits testing and packaging services, while TH Group is in the production of power devices.
The deal values Unisem at almost RM2.4 billion. John, Alexander and companies affiliated to them collectively own a 24.28% stake in Unisem. The two companies are Jayvest Holdings Sdn Bhd and SCQ Industries Sdn Bhd.
The offer however is conditional upon TSHT obtaining the approval of its shareholders to undertake the offer, and the Chinese authorities' go-ahead to undertake the overseas purchase. A formal offer will only be made once these approvals are obtained.
The collaboration agreement signed between TSHT and the father and son duo yesterday was for the duo to participate in the joint offer and to form a strategic partnership for the expansion and development of Unisem's business operations upon completion of the offer.
The offer is conditional upon the joint offerors holding at least 50% of Unisem in aggregate at the end of it.
The joint offerors intend to maintain the listing status of Unisem.
The collaboration agreement comes with a call option for John and Alexander for Unisem shares held by TSHT in excess of the required threshold, which is enough shares to maintain the 10% gap between TSHT and John and Alexander's holdings.
HT Hong Kong and HT Malaysia are special purpose vehicles incorporated by TH Group, the holding company of TSHT, and TSHT, respectively to undertake the offer.
TSHT said the Unisem Group's business is complementary to its existing business as it will allow TSHT to further strengthen its global presence by leveraging on the Unisem Group's relationships with its vast network of customers in Europe and North America. TSHT, being essentially China-centric in terms of operations and customers, would benefit from a collaboration with the Unisem Group in terms of the latter's geographic spread and different customer profile.
On the other hand, TSHT, having a significant presence in the semiconductor industry in China and being among the largest outsourced semiconductor assembly and test players worldwide, would enable the Unisem Group to expand more rapidly in its operations in Chengdu, China.
"In this respect, TSHT has great confidence in the current management team of Unisem. As such, both parties intend to continue the existing business of the Unisem Group as well as maintain the existing management team of Unisem. This will also provide assurance to the Unisem Group's existing suppliers and customers on the continuity of the Unisem Group's business."