As such, it recommended that Ewein shareholders reject the offer. It added that the offer price of 60 sen per share was not fair as it represents a discount of 44 sen or 42.31% to the estimated value of Ewein shares derived using the sum-of-parts valuation methodology of RM1.04.
UOBKH said this represented a discount ranging from 8.2% to 17.71% to the last closing price, five-day, one-month, and three-month of volume weighted average market price (VWAP) up to the last full trading day on June 13, as well as a discount ranging from 48.42% to 50% to the last closing price and five-day VWAP of Ewein shares up to the latest practicable date of June 11.
It also said the offer was not reasonable as the offeror intends to maintain the listing status of Ewein on the Main Market.
In the event that Ewein does not comply with the public spread requirement as a result of the offer, the offeror shall work together with Ewein to explore various options or proposals to rectify the non-compliance with the public spread requirement, it added.
“The offeror also does not intend to invoke the provisions of subsection 222(1) of the Capital Markets and Services Act (CMSA) to compulsorily acquire any remaining offer shares for which valid acceptances have not been received prior to the closing date even if the conditions stipulated in subsection 222(1) of the CMSA are fulfilled,” UOBKH added.
The offer will remain open for acceptances until July 26, unless extended.
Ewein is a manufacturer of precision sheet metal moulds, tools, dies and fabricated parts, used in electrical and electronics equipment. NationGate, meanwhile, is an electronic manufacturing services provider.
Ooi’s move
On June 14, Ooi made the move to acquire all the remaining 149.01 million shares or a 49.41% stake in Ewein not already owned by him and the persons acting in concert (PAC), Hong Yeam Wah and Goh Kiang Teng, for RM89.41 million.
On that day, Ooi entered into a share sale agreement with Hijauwasa Sdn Bhd to acquire 120.59 million Ewein shares, or a 39.99% stake, for a cash consideration of RM72.36 million.
Prior to the acquisition, Ooi and his persons acting in concert held 11.57 million and 20.41 million Ewein shares, representing approximately 3.84% and 6.77% shareholding in Ewein, respectively.
Following the acquisition, Ooi ended up with 132.16 million direct shares (43.82%), Hong with 13.42 million shares (4.45%), and Goh with 6.97 million shares (2.32%) representing an approximate 50.59% shareholding in Ewein with 152.57 million shares.
Ewein’s shares jumped 18 sen or 14.06% to RM1.46 today, giving the company a market capitalisation of RM440.32 million.