Exeo Global plans to make a voluntary conditional cash offer for all of DeClout’s shares for S$0.13 each, according to documents submitted to SGX on Monday after the market close.
The offer is conditional upon Exeo Global receiving acceptances of more than 50 percent of the voting rights of DeClout’s shares, it said.
So far, some shareholders have already provided irrevocable undertakings to accept the offer, representing around 335.25 million shares, or around 50.34 percent of the total issued shares, the filing said.
Shares of DeClout last traded at S$0.11 each on 2 January, before the company requested a trading halt, with the offer price representing a premium of around 18.18 percent from that level. DeClout requested the trading halt be lifted on Tuesday.
Exeo Global has made the offer with a plan to delist DeClout, as that would provide management more flexibility for operational change, the filing said. It added that delisting would allow the company to save on expenses.
If Exeo Global acquires more than 90 percent of DeClout’s shares, it can compulsorily acquire the remaining shares and delist the company.
DeClout is an investment holding company, and it offers information and communications technology services internationally, according to the SGX data.
Singapore-based Exeo Global, which is a private company, is a wholly owned subsidiary of Japan-based Kyowa Exeo Corp., which is listed on the Tokyo Stock Exchange, the filing said. Kyowa Exeo Corp. serves as a subsidiary management office of Kyowa, a Japanese conglomerate involved in the construction and supply of telecommunications infrastructure and engineering services, it said.
The filing said the proposed acquisition was in line with Kyowa’s regional growth strategy, with DeClout able to provide it with a “strong platform” for entering Singapore’s market, which it views as a regional business hub.
In a separate filing to SGX on Monday, DeClout said that it would appoint an independent financial adviser to provide guidance to the company’s independent directors.
This article was originally published on Tuesday 8 January 2019 at 12:07 A.M. SGT; it has since been updated to add the lifting of the trading halt.