The board of directors of RS Public Company Limited (SET: RS) has approved the company’s new structure and the investment in Gift Infinite Co., Ltd. or GIFT. RS Group will sell some of its businesses, namely RS LiveWell Co., Ltd. and RS Mall to GIFT, while GIFT will allocate common shares via private placement (PP) to RS Group. This will result in RS Public Company Limited becoming a major shareholder of GIFT with a proportion of 49.99%. Meanwhile, the company will also change the name from ‘Gift Infinite’ to ‘RSXYZ’. This acquisition is an opportunity to expand the business ecosystem of RS Group to be a leader in Thailand’s consumer lifestyle sector. After synergizing the businesses together and linking the databases of the entire group together, it is confident that the businesses will grow exponentially in every dimension. By 2025, it is expected that RS Group’s revenue will exceed seven billion baht.
Mr. Surachai Chetchotisak, Chief Executive Officer, RS Public Company Limited, said: “After RS Group has continuously expanded its business and successfully transformed the organization from the media and entertainment businesses to the commerce businesses, we currently own products and services for both people and pets under various brands and has a multi-channel platform as its own selling channel. This relentless development is in line with our commitment to enrich quality of life of people and their pets. Meanwhile, GIFT is a fast-growing company, which operates businesses that meet the lifestyles of the new generation, including technology & innovations businesses, food & beverage businesses, and health & beauty businesses. Therefore, RS Group’s board of directors agreed to invest in GIFT and completely restructure both companies to enhance the work of all businesses in the group to be more flexible and efficient, aiming to become a full-service consumer lifestyle company.”
The acquisition has a total investment value of more than 5.07 billion baht, with RS purchasing up to 1.21 billion of GIFT’s common shares, divided into:
1.) Private placement of common stocks, totaling up to 651.8 million shares at a price of 4.2 baht per stock
2.) GIFT’s common shares from Mr. Surachai Chetchotisak, totaling up to 238.5 million stocks at a rate of 4.2 baht per share
3.) GIFT’s common shares from Chetchot Holdings Co., Ltd., totaling up to 316.5 million shares at a price of 4.2 baht per stock
To conclude, RS holds 49.99% of the shares of GIFT. After the acquisition, Mr. Surachai Chetchotisak and Chetchot Holdings still remain the largest shareholders of RS with a proportion not exceeding 36%.
The source of funds were from RS issuing common shares via private placement (PP) and offering to Mr. Surachai Chetchotisak and Chetchot Holdings in the amount of 364.2 million shares at a price of 6.4 baht, totaling 2.33 billion baht, and selling RS LiveWell’s businesses to GIFT for a total value of 2.74 billion baht. Additionally, GIFT will acquire RS Mall, which is worth approximately 600 million baht, and bring it under the company’s supervision.
RS Group’s acquisition with GIFT will combine both companies’ strengths together, while creating a range of new business opportunities. RS will be able to use the expertise of GIFT’s A Lot Tech, a leader in digital marketing through various online platforms, to support sales of RS LiveWell’s products. Its channels are highly competent and have millions of customers per month, guaranteed by sales through online channels of more than 2.5 billion baht per year. In addition, this is an expansion of RS’ ecosystem to enter the B2C sector more through the F&B businesses under GIFT, which own many brands and various customer bases, which will cover wider groups of targets, while RS already has a wide and strong customer base from investing in the businesses of HATO, a petcare business and Erb, a leading fragrance and skincare brand. At the same time, GIFT will be able to utilize the competence of media and entertainment businesses, which is RS’s core expertise, to support its strategies and become one of its important marketing tools. In addition, GIFT will be able to utilize RS’s human resources, back office and fulfillment systems, to operate and provide prompt customer service, which will significantly save the company’s cost. Therefore, it can be seen that the cooperation between the two companies after the acquisition will be a key driving force that will enable RS Group to move forward to become a ‘consumer lifestyle’ company, consisting of music, media and entertainment businesses, technology and innovations businesses, food and beverage businesses, health services for people and pets, as well as health and beauty products. These also have their own distribution channels and will help increase the organization’s competitiveness in today’s business world.
“In the meeting, the board of directors has also approved the company name change from ‘GIFT Infinite’ to ‘RSXYZ’ after the company becomes part of RS Group. RSXYZ combines RS’s core strengths with bold new ventures, focusing on sectors vital to Thailand, including wellness, health, hospitality, tourism, and education – all deeply rooted in Thai culture. However, the new business structure of RS Group will be completed in January 2025. As of now, the current main business structure can be divided into two parts: approximately 75% of ‘consumer lifestyle’ and 25% of ‘entertainment.’ We are confident that with the new complete business structure after the acquisition, RS Group will see rapid, exponential growth and be ready to move forward into new businesses more flexibly and efficiently, which will reflect in the incredibly evolving business performance. In 2025, it is anticipated that the company will generate over seven billion baht in revenue, with RS Music & Entertainment accounting for 25%, RSXYZ (previously GIFT) for 65%, and RS pet all for 10%,” Mr. Surachai concluded.
