Ngern Tid Lor Public Company Limited (SET: TIDLOR) informed that the Registration Statement for Securities Offering together with Tender Offer for the Securities (Form 69/247-1) of Tidlor Holdings Public Company Limited (“Tidlor Holdings”) has become effective as of March 6, 2025.
The Company has established Tidlor Holdings as a holding company and will proceed with a tender offer to acquire all the outstanding shares of TIDLOR from its shareholders. The acquisition will be executed through the issuance and offering of newly issued ordinary shares of Tidlor Holdings in exchange for TIDLOR shares at an exchange ratio of 1 TIDLOR share to 1 Tidlor Holdings share.
TIDLOR shareholders can participate in the share swap process from March 10, 2025, to April 16, 2025, between 9:00 AM – 4:00 PM (business days only). Shareholders must actively “accept” the tender offer, as the share swap process will not be conducted automatically.
Upon the successful completion of the tender offer, and if shareholders of the Company accept the offer in an aggregate proportion of at least 95% of the Company’s total voting rights, Tidlor Holdings will be listed on The Stock Exchange of Thailand (SET) within Q2/2025, under the same stock ticker “TIDLOR”, replacing the existing listing of Ngern Tid Lor Public Company Limited, which will be delisted from the SET on the same day.
Shareholders who complete the share swap within the designated period will become shareholders of Tidlor Holdings. However, shareholders who do not accept the tender offer will remain shareholders of Ngern Tid Lor Public Company Limited, but their shares will no longer be tradable on the stock exchange.
Following the completion of the restructuring process, the Company will operate under the new Tidlor Holdings structure, while continuing to focus on its core vehicle title loan business under the Ngern Tid Lor brand. Simultaneously, the Company will maintain its face-to-face insurance brokerage business through branch channels under the Shield Insurance brand. Additionally, Tidlor Holdings will continue to leverage and enhance its InsurTech Platform, expanding its presence through Areegator and heygoody.com, reinforcing its commitment to digital innovation in the insurance sector.
The shareholding and management restructuring of Tidlor Holdings is expected to enhance operational efficiency and flexibility, strengthen competitiveness, and create greater opportunities for future business expansion. Additionally, this restructuring will provide greater flexibility in cash dividend distribution and is anticipated to mitigate the impact of stock dilution and earnings per share (EPS) dilution.
The Company would like to invite TIDLOR shareholders to participate in the share swap and become shareholders of Tidlor Holdings, joining us in benefiting from a technology-driven business foundation that supports sustainable growth. Shareholders can contact their respective securities brokerage firms or reach out to the Tender Agents for further assistance:
– Kiatnakin Phatra Securities Public Company Limited
Tel. 02-165-5555, press 4 (Available on business days from 8:00 AM – 6:00 PM)
– InnovestX Securities Company Limited
Tel. 02-949-1999 (Available on business days from 8:30 AM – 5:30 PM)
