Gulf Energy Development Public Company Limited (SET: GULF) has announced that it will move forward on an amalgamation with Intouch Holdings Public Company Limited (SET: INTUCH) and form a NewCo, while also a conditional voluntary tender offer for Advanced Info Service Public Company Limited (SET: ADVANC) and Thaicom Public Company Limited (SET: THCOM).
The company disclosed that its Board of Directors approved to propose to the Extraordinary General Meeting of Shareholders to consider and approve the amalgamation for a purpose of restructuring of shareholding of the company, which comprises the following transactions: (a) the amalgamation between the company and Intouch Holdings Public Company Limited (INTUCH) (the Amalgamation); (b) the acquisition of securities of Advanced Info Service Public Company Limited (ADVANC) by way of conditional voluntary tender offer for all securities of ADVANC (ADVANC VTO); and (c) the acquisition of securities of Thaicom Public Company Limited (THCOM) by way of conditional voluntary tender offer for all securities of THCOM (THCOM VTO) (the Amalgamation, the ADVANC VTO and the THCOM VTO are collectively referred to as the Restructuring Transaction).
With this restructure, ADVANC, which is a Thai telecommunication business, will now officially has a Thai major shareholder after years of being under Singapore’s Singtel Group. The NewCo will now be able to consolidate ADVANC in its financial report.
There will be an allocation of shares in NewCo to the shareholders of GULF and INTUCH in accordance with the following ratios:
(a) 1 existing share in GULF to 1.02974 shares in the NewCo; and
(b) 1 existing share in INTUCH to 1.69335 shares in the NewCo (excluding shares in INTUCH held by GULF, whereas allocation of shares in NewCo shall be made to all shareholders of INTUCH except GULF).
The NewCo, Singtel and GULF’s major shareholder will proceed with the ADVANC VTO at the tender offer price for ordinary shares of ADVANC at THB 216.3 per share.
Meanwhile, GULF, INTUCH, GULF’s Major Shareholder and GE will make the tender offer for all securities of THCOM (excluding THCOM shares currently held by GE) in the amount of 645,187,220 shares, representing 58.86 percent of total issued and paid-up shares of THCOM at THB 11.0 per share.
In addition, the Board of Directors of INTUCH has considered and approved in principle to pay the special dividend to INTUCH’s shareholders at the amount of THB 4.5 per share.
The ADVANC VTO and THCOM VTO is expected to be in 4Q24 – 1Q25. It is expected the Amalgamation to be completed in the second quarter of 2025.
GULF stated that it expects to benefit from the ADVANC VTO and THCOM VTO since the success of the ADVANC VTO and THCOM VTO is considered as one of key conditions for the Amalgamation which aims at reducing the complexity of the shareholding structure that will help increase efficiency in respect of business management which will enhance flexibility in business operations.
Therefore, the company’s failure to proceed with the VTO will become a significant obstacle to the Amalgamation, that is, the ADVANC VTO and THCOM VTO is the process taken in place of NewCo which has the obligation to make a mandatory tender offer for all securities of ADVANC and THCOM as required by law as a result of the Amalgamation (Technical Obligation).
