SKY ICT Public Company Limited (SET: SKY) has announced that its Board of Directors has approved a proposal to be presented at the upcoming shareholders’ meeting for the acquisition and transfer of all business operations from Enoch Communications Co., Ltd., (Enoch).
Enoch’s shareholders, who are not related parties of SKY, are Mr. Weera Thamcharat, Ms. Renu Thamcharat, Mr. Thanit Thamcharat, and Ms. Suda Thamcharat.
SKY plans to acquire all of Enoch’s business, which includes assets, liabilities, rights, duties, and responsibilities existing at present and in the future, effective from the transfer date.
The acquisition encompasses 60,000 common shares with a fair value of THB 100 each in Callvoice Communications Co., Ltds., a company in which Enoch holds a stake (representing 60% of the total registered and paid-up shares of Callvoice), including all related agreements and documents pertaining to the business transfer.
Enoch, engaged in holding investments in other companies, currently owns a 60% share of Callvoice’s registered capital. The agreed consideration for acquiring 60% of Callvoice shares is THB 36 million, a price negotiated between SKY and Enoch.
According to the information in the website, Callvoice is a turn-key solution provider of a total customer relationship management system with more than 20 years of experience in telephony business.
SKY’s purchase price reflects a fair assessment of Callvoice’s stock value using the Net Present Value (NPV) of cash flows method, valuing Callvoice at approximately THB 59.54 to 72.94 million. This valuation was conducted by Siam Alpha Capital, a financial advisor approved by the Securities and Exchange Commission (SEC).
After comparing the fair value of Callvoice with that of SKY, the Board has resolved to recommend shareholders the issuance and allocation of up to 1,800,000 additional common shares of SKY, with a par value of THB 0.50 per share, at an offering price of THB 20 per share. The total transaction is valued at THB 36 million, to be offered to Enoch as consideration for the complete business acquisition.
SKY anticipates completing the acquisition and share allocation transactions by 2Q25. If the Enoch shareholders or individuals listed as Enoch shareholders hold the newly allocated SKY shares at the time of the transaction, those shares will be subject to a Silent Period, during which they must not be sold for six months from the date when SKY’s additional shares commence trading on the stock exchange.
