KUCHING: SIG Gases Bhd (SIGGAS) is accepting the offer by Air Liquide Malaysia Sdn Bhd (ALM) to acquire its wholly-owned unit Southern Industrial Gas Sdn Bhd (SIGSB) for about RM226.59 million in cash.
ALM’s offer comprise 100 percent equity interest in SIGSB on a cash-free and debt-free basis, assuming a normal level of working capital, and including SIGSB’s 40 percent minority shareholding in Iwatani-SIG Industrial Gases Sdn Bhd (Iwatani), a joint venture company with Iwatani Corporation (Singapore) Private Limited, SIGGAS said in a filing with Bursa Malaysia.
The offer is subject to a cut-off date to be determined upon finalisation of terms (consideration). The consideration is subject to adjustment (if any) after all due diligence investigations are completed by ALM on SIGSB.
Iwatani’s core business is the production and supply of industrial gases.
“For illustration purposes, based on the unaudited financial statements of SIGSB as at 31 December 2018, the estimated consideration is approximately RM203.56 million, which is equivalent to RM1.09 per ordinary share in SIGGAS.
“The proposal disposal is subject to negotiation and execution of a mutually acceptable sale and purchase agreement with conditions precedent, standard terms and conditions (including but not limited to representations and warranties, undertakings and indemnities) as well as other related agreements customary for a transaction of this nature,” said SIGGAS, whose shares closed at 97 sen on Thursday.
The proposed disposal of SIGSB is a disposal of substantially all of SGIGAS’ assets which may result in SIGGAS being no longer suitable for continued listing on Bursa, said SIGGAS.
ALM is principally involved in the manufacturing and sale of industrial, medical and electronic gases, medical and safety equipment and accessories as well as provision of project engineering and installation and total gas management and related services.
ALM is 100 percent-owned by Societe D’Oxygene et d’Acetylene d’Extreme-Orient (SOAEO).SOAEO is ultimately owned by L’ Air Liquide S.A. (Air Liquide), which is the ultimate parent company of ALM listed on the Euronext Paris stock exchange since 1913.
SIGSB is principally involved in the business of manufacturers, refillers, wholesalers, traders, distributors, importers and exporters of all kinds of industrial gases, gas mixtures, specialty gases, refrigerants, welding and cutting equipment and other gas related products.
SIGSB has manufacturing and refilling facilities in eight locations in Malaysia, six of them in several states in Peninsula Malaysia and the other two in Samalaju and Bintulu.
