SCGJWD Logistics Public Company Limited (SET: SJWD) has announced via the Stock Exchange of Thailand (SET) the business combination between its subsidiary, SCGJWD Freight Co., Ltd., and Triple I Logistics Public Company Limited (SET: III), with the details as follows:
On 11 November 2026, the Board of Directors of SJWD has passed a resolution approving the business combination between SCGJWD Freight Co., Ltd. (SJWDF) and Triple I Logistics Public Company Limited (III) through the investment transaction in
- Newly issued ordinary shares of III in an amount up to 205,188,847 shares, with a par value of Baht 0.50 per share, for which the consideration will be paid by way of a share swap involving 96.24 percent of the total issued and paid-up shares in a subsidiary of SJWD to be newly incorporated for the purpose of restructuring the shareholding structure and accepting the entire business transfer of SJWDF, together with cash consideration in an amount up to Baht 236,250,000; and
- Existing ordinary shares of III to be purchased from III’s shareholders in an amount up to 35,000,000 shares, with a par value of Baht 0.50 per share, for cash consideration in an amount up to Baht 236,250,000. The investment value for the newly issued ordinary shares and existing ordinary shares of III will not exceed Baht 6.75 per share, representing an aggregate investment value of not more than Baht 1,621,274,717.25.
Following the completion of the investment, SJWD will hold shares in III representing not more than 24.50 percent of the total issued shares of III following its capital increase for the purpose of the proposed transaction (assuming that III completes the reduction of its registered capital in respect of all repurchased shares) (the Business Combination Transaction). The Business Combination Transaction is intended to strengthen the strategic cooperation between SJWD and III and further expand their businesses in providing integrated international freight forwarding services.
Currently, SJWD holds 2,026,399 shares in SJWDF, representing 96.24 percent of the total issued and paid-up shares of SJWDF. Prior to the Business Combination Transaction, SJWD will undertake a business restructuring by transferring certain assets and employees of SJWD relating to its international freight forwarding business to SJWDF (the Business Restructuring Transaction), and restructure its shareholding in SJWDF by establishing two subsidiaries in the form of holding companies incorporated as limited companies under Thai law, namely, SCGJWD Freight Holding Co., Ltd. (Hold Co) and SCGJWD Freight Corporation Co., Ltd. (New SJWDF).
Following the completion of the Business Combination Transaction, Hold Co will hold all shares in New SJWDF. Thereafter, SJWDF will transfer its entire business to New SJWDF, and New SJWDF will accept the entire business transfer of SJWDF subject to the requirements applicable to an entire business transfer (EBT) under the Revenue Code. Following the completion of the EBT, SJWDF will register its dissolution and proceed with liquidation.
