Latest news with #SingaporeCodeonTake-oversandMergers
Straits Times
06-07-2025
- Business
- Straits Times
Great Eastern says Takeover Code not breached when it shared IFA valuation with OCBC
Great Eastern highlighted that its discussions with OCBC on the exit offer price had already started before the indicative range of values from the IFA was available. SINGAPORE – Great Eastern Holdings said that sharing the indicative range of share values determined by its independent financial adviser (IFA) with OCBC did not breach the Singapore Code on Take-overs and Mergers, or the Takeover Code. This is in response to shareholders' further questions on Great Eastern's practices during its exit offer price negotiation with OCBC , after the insurer issued replies to queries from the Securities Investors Association (Singapore), or Sias, and shareholders on July 3. In a bourse filing on July 5, Great Eastern noted questions on whether sharing the indicative range of the shares' values would amount to 'selective disclosure to some and not all shareholders', and if doing so would invite OCBC to propose a low exit offer price, defeating the IFA's evaluation. It noted that the conduct of the independent directors was also questioned. 'The rule in the Takeover Code requiring information to be made equally available to all shareholders as nearly as possible at the same time and in the same manner has been cited out of context, particularly since OCBC is the offeror in the context of the current exit offer,' said the insurer in the July 5 statement. Great Eastern highlighted that its discussions with OCBC on the exit offer price had already started before the indicative range of values from the IFA was available. The value range was shared with OCBC in strict confidence and on the understanding that any exit offer price arrived at would have to meet the 'fair and reasonable requirement' under Rule 1309 of the Singapore Exchange's listing manual to support the delisting, said the company. It added that sharing the indicative value range with OCBC resulted in the final exit offer price of $30.15 per share, which was an 'improvement' from the range of prices discussed initially. Top stories Swipe. Select. Stay informed. Singapore First BTO project in Sembawang North to be offered in July HDB launch Singapore Woman on SMRT bus 190 injured after bottle thrown at vehicle leaves hole in window Asia 'Don't be seen in India again': Indian nationals pushed into Bangladesh at gunpoint Asia Two women fatally stabbed at bar in Japan by man Business High Court orders Instagram seller to pay Louis Vuitton $200,000 in damages over counterfeit goods Singapore MOH studying 18 proposals to integrate TCM into public healthcare Asia Malaysian commando dies during military diving exercise off Kuantan coast Singapore His world crashed when he got F9 in O-level Tamil but PropNex co-founder Ismail Gafoor beat the odds Prior responses In the responses to shareholders on July 3, Great Eastern explained its role in the price negotiations. It noted that IFA Ernst & Young Corporate Finance was requested to perform an analysis on the indicative offer for its shares and determine an indicative range of share values based on the latest available information, including the embedded value of the group as at end-2024. The insurer shared the indicative value range of $30.10 to $37.63 per share with OCBC and had a further series of exchanges with the offeror, before arriving at the exit offer price of $30.15 per share. It noted that Ernst & Young Corporate Finance was formally appointed as IFA by the independent directors on March 17, 2025. After valuation analysis, the IFA shared the indicative value range with Great Eastern's independent directors in early May 2025. Great Eastern noted that the valuation relied primarily on the embedded value as at end-2024. While it acknowledged that delays in making the exit offer made the figure more than six months old, the embedded value is still the most recent complete data set available. 'Embedded value includes not only the value of new business, but also the sum of the value of in-force business and the value of the adjusted shareholders' funds,' said Great Eastern. It added that the calculation of embedded value requires a comprehensive assessment using full-year data and actuarial assumptions, which is why this figure is formally determined only once a year at the end of each financial year. The insurer highlighted that although its first-quarter financials were strong, the new business embedded value reflects the present value of projected future profits from new business sold in the year, and is not equivalent to embedded value. 'The latest operational metrics from Q1 2025 show that Great Eastern's new business embedded value rose 19 per cent to $148.8 million, while profit attributable to shareholders increased by 13 per cent to $345.5 million,' it noted, adding that updated half-year financials will be released only on July 28, three weeks after its extraordinary general meeting. The company added that while interim results such as new business embedded value and Q1 profit were considered in context, they were unaudited and were not used to reset the embedded valuation in the middle of the financial year. 'The IFA also considered a range of other factors, including market environment, liquidity conditions and historical trading suspension, before concluding that the exit offer was fair and reasonable.' Responding to a question from Sias on whether Great Eastern would be attempting to obtain undertakings from any shareholders to vote for the delisting resolution, the company noted the neutral stance of its board, and said it has not and will not be attempting to do so. Responding to shareholders' question on the impact to the company's capital adequacy if a selective capital reduction at 90 per cent of its latest embedded value is conducted, it noted that a selective capital reduction is not in alignment with its capital deployment plans. 'However, purely for illustrative purposes, if a selective capital reduction was undertaken by Great Eastern at the current exit offer price of $30.15, Great Eastern's common equity Tier 1 capital would be reduced by almost $900 million,' it added. Shareholders also questioned why there was no option for payment in OCBC shares in exchange for the insurer's, so that its original shareholders could also participate in its growth after the exit. Great Eastern noted that the overriding objective of its board was to resolve the current trading suspension of the company and comply with the requirements of the listing manual. 'To fulfil the relevant delisting requirements in the listing manual, the conditional exit offer made by OCBC to support the delisting pathway had to include a cash alternative as the default alternative. Hence, OCBC's support was sought in respect of a cash exit offer.'
Yahoo
27-05-2025
- Business
- Yahoo
GCL Subsidiary's Offer for Ban Leong Technologies Declared Unconditional in all Respects
SINGAPORE, May 27, 2025 /PRNewswire/ -- GCL Global Holdings Ltd. (NASDAQ: GCL) ("GCL" or the "Company") is a leading provider of games and entertainment and the indirect parent company of Epicsoft Asia Pte. Ltd. (the "Offeror"), the bidder seeking to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (SGX: B26) ("Ban Leong"), excluding shares held in treasury (the "Shares") pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (the "Offer"). The Offeror today announced that the total number of Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (including by way of valid acceptances of the Offer) represent approximately 50.90% of the total number of Shares as of May 27, 2025, and accordingly, the Offer has become unconditional as to acceptances and is hereby declared unconditional in all respects. If the Offeror acquires 90% or more of the total number of Shares (whether through valid acceptances pursuant to the Offer or otherwise), the Offeror will be entitled to exercise its right under Section 215(1) of the Companies Act 1967 of Singapore to compulsorily acquire all the Shares from shareholders of Ban Leong ("Shareholders") who have not accepted the Offer at a price equal to the offer price of S$0.6029. The Offeror will then proceed to delist Ban Leong from the Singapore Exchange Securities Trading Limited, if the minimum free float requirement is not met. Shareholders who wish to accept the Offer should submit the relevant acceptance form(s) by the close of the Offer at 5:30 p.m. (Singapore time) on July 2, 2025 (or such later date(s) as may be announced from time to time by the Offeror). Further details of the procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document dated May 21, 2025. This press release should be read in conjunction with the full text of the announcement filed by the Company on a Form 6-K, on May 27, 2025, available on the Securities and Exchange Commission ("SEC") website at No Offer or Solicitation This news release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. About GCL Global Holdings Ltd. GCL Global Holdings Ltd. leverages its diverse portfolio of digital and physical content to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles, PCs, and streaming platforms. Learn more at About GCL Global Pte. Ltd. ("GGPL") GCL Global Pte. Ltd. unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market. It is an indirect wholly-owned subsidiary of GCL Global Holdings Ltd. About Epicsoft Asia Pte. Ltd. Epicsoft Asia Pte. Ltd. ("Epicsoft Asia"), a wholly-owned subsidiary of GCL Global Pte. Ltd., is a premier distributor of interactive entertainment software. With a robust network and a proven track record of successful game launches, Epicsoft Asia is dedicated to bringing premier gaming experiences to players across Taiwan, Hong Kong, and Southeast Asia. About Ban Leong Technologies Limited Ban Leong Technologies was incorporated in Singapore on 18 June 1993 and was listed on the Main Board of the Singapore Stock Exchange on 23 June 2005. The principal activities of the company and its subsidiaries are the wholesale and distribution of computer peripherals, accessories and other multimedia products. It distributes a wide range of technology products, with key segments that include IT accessories, gaming, multimedia, smart technology and commercial products. The company is headquartered in Singapore with regional offices in Malaysia and Thailand. Forward-Looking Statements This press release includes "forward-looking statements" made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Company, GCL's ability to scale and grow its business, the advantages and expected growth of the Company, and the Company's ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL's management and are not predictions of actual performance. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024 and other documents filed by the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by law, GCL does not undertake any duty to update these forward-looking statements. Directors' Responsibility Statement pursuant to the Singapore Code on Take-overs and Mergers The sole director of the Offeror and the directors of GGPL (including those who may have delegated detailed supervision of the preparation of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that there are no other material facts not contained in this press release, the omission of which would make any statement in this press release misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from Ban Leong (including without limitation, relating to Ban Leong and its subsidiaries), the sole responsibility of the sole director of the Offeror and the directors of GGPL has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release. View original content: SOURCE Epicsoft Asia Pte Ltd
Business Times
19-05-2025
- Business
- Business Times
Q&M Dental cash offer for Aoxin Q&M shares to close on Jun 16
[SINGAPORE] Q&M Dental Group said on Monday (May 19) that its mandatory unconditional cash offer to acquire all the shares it does not already own in its subsidiary Aoxin Q&M at S$0.0321 per share will close at 5.30 pm on Jun 16. Q&M Dental Group , the offeror, does not intend to revise the offer price or extend the offer beyond the closing date. The group added that it has electronically disseminated the formal offer document to shareholders on Monday. The offeror concert party group currently holds an aggregate of 2.6 million shares, representing approximately 50.5 per cent of the total number of issued shares. The offeror concert party group comprises Q&M Dental Group and its directors; its parent group, Quan Min Holdings; Dr Ng Chin Siau, the group chief executive officer; as well as his wife; and Ng Sook Hwa, the chief financial officer of the group. Ng Sook Hwa is also the sister of Dr Ng. The offeror added that it currently intends to maintain the present listing status of the company on the Singapore Exchange following completion of the offer. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up If the offer is fully accepted, Q&M Dental Group will pay about S$8.1 million for the offer shares. This development came after Q&M Dental Group increased its stake in Aoxin Q&M from 33.33 to 50.53 per cent. In accordance with Rule 14.1 of the Singapore Code on Take-overs and Mergers, Q&M is required to make a cash offer for all remaining shares not already owned, controlled, or agreed to be acquired. Shares of Q&M Dental Group closed 1.5 per cent or S$0.005 lower at S$0.33 on Monday before the announcement.
Business Times
09-05-2025
- Business
- Business Times
Aoxin Q&M appoints IFA for offer from Q&M Dental Group
[SINGAPORE] Catalist-listed Aoxin Q&M has appointed Hong Leong Finance as the independent financial adviser (IFA) for the mandatory unconditional cash offer made by Q&M Dental Group , said the board via a bourse filing on Friday (May 9). The board stated that its IFA will advise the recommending directors on the offer, with a circular outlining the adviser's advice and the directors' recommendation to be sent to shareholders within 14 days of the dispatch of the offer document by Q&M. In the meantime, the board advised shareholders to exercise caution when dealing in their shares and to refrain from taking any action that could be detrimental to their interests until they have reviewed this circular. The appointment of its IFA follows a bourse filing on May 1, in which the board informed shareholders that Q&M Dental Group intends to acquire all remaining shares it does not already own in Aoxin Q&M at S$0.0321 per share. The offer will close at 5.30 pm on May 28. If fully accepted, Q&M will pay approximately S$8.1 million for the offer shares. This development came after Q&M increased its stake in Aoxin Q&M from 33.33 to 50.53 per cent. In accordance with Rule 14.1 of the Singapore Code on Take-overs and Mergers, Q&M is required to make a cash offer for all remaining shares not already owned, controlled, or agreed to be acquired. Q&M previously stated that it does not plan to make any material changes to Aoxin Q&M's business operations following the acquisition and intends to maintain the company's listing on the Singapore Exchange. Shares of Aoxin Q&M traded flat at S$0.068 on Friday, prior to the announcement.
Business Times
01-05-2025
- Business
- Business Times
Q&M Dental makes cash offer for remaining Aoxin Q&M shares at S$0.0321 each
[SINGAPORE] Mainboard-listed Q&M Dental Group (Singapore) has made a mandatory unconditional cash offer to acquire all the shares it does not already own in its subsidiary Aoxin Q&M at S$0.0321 per share. In a bourse filing on Thursday (May 1), Aoxin Q&M's board informed shareholders that Q&M had released the offer document on Wednesday. The board also announced plans to appoint an independent financial adviser to guide its independent directors on the offer. The offer will close at 5.30 pm on May 28. If fully accepted, Q&M will pay around S$8.1 million for the offer shares. The development follows Q&M's recent increase in its stake in Catalist-listed Aoxin Q&M from 33.33 per cent to 50.53 per cent. In line with Rule 14.1 of the Singapore Code on Take-overs and Mergers, Q&M is required to make a cash offer for all remaining shares not already owned, controlled, or agreed to be acquired by the group. The increase in stake comes after Q&M acquired 87,973,480 shares from Health Field Enterprises Limited (HFEL) under a share security agreement dated Oct 12, 2016, which HFEL had entered into in favour of Q&M. The transaction was completed at a volume-weighted average price (VWAP) of S$0.0321 per share, based on trades conducted on Apr 22, 2025, the last full market day on which Aoxin's shares were traded before a trading halt was imposed on Apr 28. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up This acquisition represents a partial settlement of profit guarantee obligations owed by Dr Shao Yongxin, executive director and group CEO of Aoxin, and HFEL under a master agreement dated Nov 13, 2013. This follows Q&M's issuance of a letter of demand on Apr 18 to Dr Shao for 72.3 million yuan (S$13 million), arising from shortfalls in profit guarantees. Despite repeated reminders, Dr Shao and HFEL have failed to meet their obligations or propose a reasonable alternative, Q&M said. Under the share security arrangement, Q&M was entitled to transfer the relevant number of Aoxin shares held by HFEL to an independent third party for sale. Proceeds, after deducting transaction costs, would then be used to cover the shortfall. However, Q&M said 'no suitable third-party buyers were found by the independent third-party despite using its reasonable endeavours'. As a result, the group has opted to acquire the 87,973,480 Aoxin shares from HFEL directly on Apr 30, at S$0.0321 per share, as partial settlement of the outstanding amount. 'Aoxin's businesses are complementary to the group's business, and the acquisition of Aoxin shares via the security enforcement is aligned with the group's strategy to expand its assets and earnings base,' added Q&M. The group also stated it does not intend to make any material changes to Aoxin's business operations following the acquisition, and plans to maintain the company's listing status on the Singapore Exchange. Shares of Q&M last traded flat at S$0.29 on Apr 30, while shares of Aoxin Q&M last traded at S$0.03 before its trading halt on the morning of Apr 28. On Thursday evening, Aoxin requested to lift its trading halt.
