PETALING JAYA: MyEG Services Bhd’s wholly owned subsidiary MyEG Capital Sdn Bhd has announced it will dispose of its 10% stake in national security solutions provider S5 Holdings Inc, and undertake a reverse takeover (RTO) of S5 via Ancom Logistics Bhd (ALB).
MyEG Capital today entered into a heads of agreement (HoA) with S5 shareholders (vendors) S7 Holdings Sdn Bhd, Merrington Assets Ltd and Avocat Sdn Bhd; as well as Ancom Bhd and its 45.06% subsidiary ALB, for the parties to dispose of the entire shareholding in S5 to Ancom Logistics.
The RTO will entail the proposed acquisition by ALB of the entire share capital of S5 at a price to be agreed by the parties, subject to a valuation report to be issued by an independent valuer.
In return, ALB will issue new shares of 10 sen each to the vendors.
The exercise includes a proposed mandatory general offer by the vendors for the shares of ALB they do not own upon completion of the proposed acquisition; a proposed private placement of new shares to be issued by ALB after the proposed acquisition; the proposed offer for sale of part of the shares in ALB to be held by the vendors to independent third party investors.
In addition, ALB has proposed to dispose of its wholly owned subsidiary Synergy Trans-Link Sdn Bhd to Nylex (Malaysia) Bhd, a 50.25% subsidiary of Ancom, at a valuation to be agreed by ALB and Nylex.
For avoidance of doubt, the proposed acquisition, the proposed mandatory general offer, proposed private placement and proposed offer for sale are not conditional upon the proposed disposal.
“Subject to independent valuations, due diligence and finalisation of definitive agreements, the proposal will enable the shareholders of Ancom to unlock the value of its investment in ALB while concurrently enable Ancom to carry out a group-wide restructuring of its chemical businesses.
“As part of the restructuring, the proposals would streamline and strengthen its chemical distribution business in Nylex into a more integrated chemical distribution player upon completion of the proposed disposal,“ Ancom said in a stock exchange filing.
The proposals are expected to be completed within six months from the date of the HoA.
