Reenova Investment has entered a reverse takeover deal to acquire all of 3DOM (Singapore) from 3DOM for an all-share consideration equivalent to 80 percent of 3DOM (Singapore)’s valuation, the company said in a filing to SGX Friday.
The shares will be issued at a pre-consolidation price of S$0.0075 each, marking a premium of 150 percent over the volume weighted average price (VWAP) of S$0.003 a share on the last full day the shares traded on SGX on 13 November 2020, the filing said.
The valuation of 3DOM (Singapore) will be done by an independent valuer, Reenova said; Reenova and 3DOM had previously agreed the valuation of 3DOM (Singapore) would not be less than US$1 billion, or around S$1.36 billion. If the actual valuation is less than S$1.36 billion, the deal will be renegotiated, the filing said.
Assuming the valuation is S$1.36 billion, the number of consideration shares issued would be around 1.81 billion, representing around 96.41 percent of the enlarged share capital after completion, Reenova estimated.
Reenova noted that 3DOM (Singapore)’s audited financial statements for the 25 July 2019 to 31 December 2020 period put the target’s book value and net tangible asset value at negative S$1.31 million. After capitalising its loans, 3DOM (Singapore)’s book value and net tangible asset value were at S$152,000, the filing said.
3DOM (Singapore), which has paid-up capital of US$1.56 million, manufactures and sells lithium-ion secondary batteries using 3DOM’s battery technologies under an exclusive global license, the filing said. 3DOM (Singapore) has suppliers and OEM plants to fulfill orders from battery firms and global auto makers, with deliveries set through mid-2022, the filing said.
3DOM, the sole shareholder of 3DOM (Singapore), is involved in creating next-generation energy infrastructure via sustainable development and new battery technologies, including battery energy storage systems, the filing said.
Reenova’s shares are currently suspended and the company said it has been seeking to inject a new business into the company.
“The proposed acquisition will place the company in a position to expand into new business sectors and grow revenues, thereby assisting with the rebuilding of shareholder value. In addition, the reverse takeover will facilitate the group’s attempts to build a profitable recurrent business and operate as a going concern in the long run,” Reenova said.
The deal will require the approval of Reenova’s shareholders, the filing said.
In November, Reenova had entered a non-binding term sheet to acquire 3Dom (Singapore).