The Board of Directors of True Corporation Public Company Limited (SET: TRUE) and Total Access Communication Public Company Limited (SET: DTAC) resolved to explore the feasibility of, and carry out required steps to implement, the potential amalgamation between both companies to enter into a non-binding memorandum of understanding to set forth the intentions of the parties to consider and further study combining the businesses of TRUE and DTAC by way of an amalgamation.
The conditions precedent to the amalgamation are as follows but not limited to;
1) Each of TRUE and DTAC have completed the respective satisfactory due diligence of the other party.
2) The Amalgamation has been considered and approved by the respective meeting of the Board of Directors and the meeting of shareholders of each of TRUE and DTAC.
3) TRUE and DTAC have arranged for the fulfilment of other relevant conditions to be further determined by the Board of Directors and the meeting of shareholders of each of TRUE and DTAC upon the approval of the Amalgamation and the execution of a definitive agreement in relation to the Amalgamation between TRUE and DTAC.
Furthermore, the swap ratio has been fixed in respect of the allocation of shares in a new company to be formed as a result of the Amalgamation (the New Company) to the shareholders of TRUE and DTAC, the ratios of which are: 1 existing share in TRUE to 2.40072 shares in the New Company; and 1 existing share in DTAC to 24.53775 shares in the New Company.
The ratios are calculated on the premise that the New Company, immediately after the Amalgamation, will have 138,208,403,204 total issued shares at par value per share of THB 1. However, the actual number of issued shares and par value will be proposed and determined at a joint shareholders meeting of TRUE and DTAC to be undertaken as part of the process of the Amalgamation.
The Amalgamation and the allocation of shares in the New Company to the shareholders of TRUE and DTAC in accordance with the above swap ratio shall occur if TRUE and DTAC consider to proceed with the Amalgamation with relevant approvals from the respective meeting of the Board of Directors and the meeting of shareholders of each of TRUE and DTAC having been granted and the fulfilment of other relevant conditions and legal procedures in relation to the Amalgamation under the PLCA as well as other laws and regulations, including without limitation, obtaining approvals and waivers from relevant government agencies and regulatory agencies as required by the law or for the purpose of preservation of rights and benefits of TRUE and DTAC, and proceeding with regard to an application for the listing of shares in the New Company as listed securities on the Stock Exchange of Thailand, etc.
TRUE and DTAC stated that both companies have been informed by Citrine Global Company Limited (Citrine Global or the Tender Offeror), a joint venture company of Charoen Pokphand Holding Company Limited, a shareholder of TRUE and DTAC, and Telenor Asia Pte Ltd, a shareholder of dtac, that Citrine Global intends to make a conditional voluntary tender offer for all securities of TRUE at the tender offer price of THB 5.09 per one share and for all securities of DTAC at the tender offer price of THB 47.76 per share.
However, the Tender Offeror reserves the right to reduce the tender offer price for the Acquisition of Securities for Business Takeovers (VTO) if there is an occurrence of any of the following events or action:
1) an occurrence of any event or action which causes or may cause or result in any material damage to the status or assets of TRUE and DTAC;
2) TRUE and DTAC making any dividend payment to its shareholders;
3) a change in par value of TRUE and DTAC’s shares resulting in an increase or decrease in a number of TRUE and DTAC’s shares;
4) any grant of rights issue or transferable subscription rights for a capital increase to existing shareholders in proportion to their existing number of shares; or
5) any other events pursuant to the relevant rules of the Office of the Securities and Exchange Commission which permits a reduction of the tender offer price.
The intention of the VTO is to provide an opportunity to the existing shareholders of TRUE and DTAC who do not wish to hold shares in the New Company to sell their shares in the VTO.
The launch of the VTO is conditional upon the satisfaction of all of the following conditions (except for those conditions that may be waived by the Tender Offeror) (the VTO Conditions):
1) approval of the Amalgamation at the board and shareholder meetings of dtac;
(2) approval of the Amalgamation at the board and shareholder meetings of TRUE and DTAC;
(3) TRUE and DTAC having entered into an amalgamation agreement with respect to the Amalgamation;
(4) TRUE and DTAC having finalised and agreed the form of documents, plans, policies and appointments of management of the New Company relating to the implementation of the Amalgamation;
(5) all regulatory approvals, consents, waivers, filings and authorisations required for the Amalgamation having been obtained and not withdrawn, in each case on terms acceptable to TRUE and DTAC;
(6) all relevant third party consents and waivers required for the Amalgamation having been obtained and not withdrawn and/or the underlying obligations with respect to which such consents or waivers are required to be obtained having been otherwise satisfied such that no such consent or waiver is needed;
(7) no creditor’s objection to the Amalgamation as required pursuant to Section 147 of the PLCA having been made or, if any objection is made, such relevant objections having been satisfied or security having been given with respect to such objections; and
(8) there not having been, since the date hereof and the last date on which other VTO Conditions having been satisfied, any change or development that causes or could be reasonably expected to cause serious damage to the status or assets of TRUE and DTAC, provided that such change or development is not caused by the Tender Offeror nor resulted from any action that the Tender Offeror is responsible for.