Additional information on the acquisition of T.C.C Technology
27 March 2009
The President The Stock Exchange of Thailand Bangkok
Re: Reports on additional information on the acquisition of ordinary shares of T.C.C. Technology Company Limited
Berli Jucker Public Company Limited Meeting No. 2/2009 has informed the Board of Directors' resolution regarding the acquisition of the ordinary shares of T.C.C. Technology Company Limited to the Stock Exchange of Thailand on 26 March 2009. The Company would inform the additional information on acquisition of ordinary shares of T.C.C. Technology Company Limited as follows:
The acquisition of ordinary shares of T.C.C. Technology company Limited from T.C.C. Holdings Company Limited for 3,060,000 shares, equaling to 17.00 percent of the paid-up capital, at a price of Baht 11.45 per share, with a total amount of Baht 35,037,000, is considered as purchasing or accepting transfer of business of another public or private company according to Section 107 (2) (Khor) of the Public Limited Company Act B.E.2535 and Article of Association, Article 36,second paragraph, Sub-clause b), for which an approval from the Company's shareholders is sought. Such acquisition is also considered as connected transaction of listed company but the value of transaction does not trigger the transaction size which requires an approval from the Company's shareholders as prescribed by the Notification of the Board of Governors of the Stock Exchange of Thailand regarding the Disclosure of Information and other Acts of Listed Companies concerning the Connected Transactions B.E.2546 and the amendments thereto.
2. Summary of financial performance of T.C.C.Technology Company Limited from 2006 to 2008
(Unit : Baht million) 2006 2007 2008 Total assets 262.47 271.17 281.66 Total liabilities 109.73 98.01 75.62 Total stockholder' s equity 152.74 173.16 206.04 Book Value (Baht) 8.49 9.62 11.45 Revenue from services and
146.72 196.64 218.63 Cost of services and sales 90.73 106.14 115.81 Net profit (loss) ( 6.35) 20.43 32.88 Net earning (loss) per share
(0.35) 1.13 1.83 Number of shares (million
(Baht 10 par value)
18.00 18.00 18.00
3. Independent Financial Advisor proposed the share value appraisal approach of T.C.C Technology Company as follows:
Appraisal approach Price (Baht per share) No. 1 Book Value Approach 11.45 No. 2 Market Comparable Approach with the same type of business 10.08 - 12.20 No. 3 Discount Cash flow Approach 12.57 - 13.64
The Board of Directors Meeting No. 2/2009 agreed to purchase as a price of Book Value Approach of Baht 11.45 per share,which is a lower price than the fair price as the Discount Cash flow Approach, the most appropriate approach, at a price of Baht 12.75 - 13.64, appraised by the Independent Financial Advisor.
4. According to the Board of Directors' Meeting No. 2/2009 held On Wednesday, 25 March 2009 in the agenda: To consider the acquisition of the ordinary shares of T.C.C. Technology Company Limited, None of the interested directors and/or connected directors was in attendance at the Meeting and had right for voting.
5. Audit Committee's opinion The Audit Committee has considered and agreed with the acquisition of ordinary shares of T.C.C. Technology Company Limited, none of the interested directors and/or connected directors was in attendance at the Meeting and had right for voting, and proposed the Board of Directors and the Shareholder Meeting to consider and approve this agenda respectively.
6. Board of Directors' opinion The Board of Directors has considered and agreed with the acquisition of ordinary shares shares of T.C.C. Technology Company Limited at the price and amount, which were considered by the Audit Committee and the Independent Financial Advisor, be beneficial to the Company and the Shareholders. The Shareholders should approve the investment in T.C.C. Technology Company Limited, as proposed
Please be informed accordingly,
Berli Jucker Public Company Limited