공시 • Aug 01
Lam Hung Kit completed the acquisition of 49% stake in EIC Semiconductor Co., Ltd. from Electronics Industry Public Company Limited (SET:EIC).
Lam Hung Kit entered into a share sale and purchase agreement to acquire 49% stake in EIC Semiconductor Co., Ltd. from Electronics Industry Public Company Limited (SET:EIC) for approximately THB 160 million on March 30, 2018. Under the terms, Lam Hung Kit will acquire 2.3 million shares of EIC Semiconductor Co., Ltd. at an effective price of THB 68.67 per share. The consideration comprises THB 128.43 million cash for the sale shares and transfer of current liabilities under the type of loan Electronics Industry Public Company Limited borrowed from EIC Semiconductor Co., Ltd. in the amount of THB 31.07 million. Lam Hung Kit will pay THB 10 million as deposit within one month from the date of the agreement and remaining shall be paid within 4 months from the date of payment of deposit. As of April 30, 2018, Lam Hung Kit negotiated that the payment of deposit will be made within 15 days after EIC Semiconductor signs the agreement to renew the lease of land and building. EIC Semiconductor Co., Ltd. will complete the said process within May 2018. Post completion Wow Factor Public Company Limited will hold 51 % stake in the company. On July 20, 2018, EIC Semiconductor Co., Ltd. entered into the agreement to lease the land and immovable property used for the purpose of operating the business with Heng Property to renew the term of the lease agreement at the higher rate of rent. As a result, Lam Hung Kit wished to reduce the offer price of the sale shares of EIC Semiconductor Co., Ltd.
On August 10, 2018, the Board of Directors of Electronics Industry Public Company Limited passed a resolution to amend the offer price from THB 68.67 per share to THB 50.63 per share. On August 14, 2018, Lam Hung Kit signed the addendum to the share sale and purchase agreement and agreed that the offer price be THB 50.63 per share. As per the new terms, the consideration comprises THB 86.53 million cash for the sale shares and transfer of current liabilities under the type of loan Electronics Industry Public Company Limited borrowed from EIC Semiconductor Co., Ltd. in the amount of THB 31.07 million. Lam Hung Kit will pay THB 10 million as deposit within 15 days from the date of the agreement and remaining shall be paid within 4 months from the date of payment of deposit.
As a part of the agreement, Electronics Industry Public Company Limited shall appoint two Directors nominated by Lam Hung Kit to the Board of EIC Semiconductor Co., Ltd. After appointment, EIC Semiconductor Co., Ltd. shall have 5 Directors. In case Lam Hung Kit fails to make the payment within the fixed period or fails to comply with any material conditions contained in the agreement, Lam Hung Kit shall pay damages of THB 30 million. If Electronics Industry Public Company Limited fails to comply with any material conditions contained in the agreement, Electronics Industry Public Company Limited shall return the deposit in full and pay damages of THB 10 million. As per the terms of addendum to the agreement, in case Lam Hung Kit fails to make the payment within the fixed period or fails to comply with any material conditions contained in the agreement, Lam Hung Kit shall pay damages of THB 10 million. Lam Hung Kit shall be granted the right of first refusal if Electronics Industry Public Company Limited wishes to sell its remaining shareholding in EIC Semiconductor Co., Ltd.
For the year ended December 31, 2017, EIC Semiconductor Co., Ltd reported total assets of THB 412.17 million, shareholders' equity of THB 352.5 million and net profit of THB 3.91 million. Electronics Industry Public Company Limited will use the proceeds from sale as working capital and for supporting the business’s internal activities, invest in other businesses that have potential growth and repay the loan owed to the financial institution. The transaction is expected to close when Lam Hung Kit makes the full payment of the consideration. Lam Hung Kit postponed the remaining payment of shares to be made within June 2019. As of May 14, 2019, completion is expected to take place by June 30, 2019.
Lam Hung Kit completed the acquisition of 49% stake in EIC Semiconductor Co., Ltd. from Electronics Industry Public Company Limited (SET:EIC) on December 27, 2019