PTT Global Chemical Public Company Limited (PTTGC) announced that its wholly-owned subsidiary PTTGC International Private Limited (GC Inter) and Sime Darby Plantation Berhad (SDP), on 1 November 2021, have completed the sale of their collective 100% of ordinary shares in the Asia Pacific business of Emery Oleochemicals (M) Sdn. Bhd. (EOM) and Emery Specialty Chemicals Sdn. Bhd. (ESC) to Edenor Technology Sdn. Bhd. (ETSB).
The restructuring includes transferring of the business in North America and Europe out from EOM to Emery Oleochemicals UK Limited which is to be held directly by GC Inter and SDP on a 50:50 basis. This transaction aligns with PTTGC’s investment portfolio management to focus on High Value Business and is in line with PTTGC’s strategy and long term growth target.
On August 17, 2021, the Board of Directors of PTTGC International Private Limited (GC Inter) approved GC Inter to enter into a Share Purchase Agreement to sell, together with Sime Darby Plantation Berhad (SDP), their collective 100% of ordinary shares in the Asia Pacific business of Emery Oleochemicals (M) Sdn. Bhd. (EOM) and Emery Specialty Chemicals Sdn. Bhd. (ESC) to Edenor Technology Sdn. Bhd. (ETSB) for a total cash consideration of RM38.0 million (equivalent to approximately THB 302 million based on Bank of Thailand’s exchange rate on August 18 2021).
The final sale consideration will be subject to price adjustments based on the networking capital and net debt positions of EOM and ESC at completion. The Sale & Purchase Agreement has been signed on August 19, 2021.
EOM, ESC and its respective subsidiaries (collectively referred to as Emery Group) is a 50:50 joint venture between GC Inter and SDP. The divestment is conditional upon the restructuring of Emery Group into separate standalone groups in respect of its Asia Pacific business and the North America and Europe business.
After the restructuring, Asia Pacific business will remain under EOM and ESC which will be divested to ETSB as the new shareholder, while the business in North America and Europe will be transferred out from EOM to Emery Oleochemicals UK Limited which is to be held directly by GC Inter and SDP on a 50:50 basis.
ETSB is a 50:50 joint venture company jointly incorporated by Mega First Corporation Berhad (MFCB) and 9M Technologies Sdn Bhd (9M Technologies) for the purpose of undertaking the Proposed Acquisition.
In this regard, this transaction is not a connected transaction, and the value of this transaction is not considered to disclose information in accordance with the Notification of the Acquisition or Disposition of Assets of Listed Companies to the Stock Exchange of Thailand.