(Company Registration Number: 199506364D) (Incorporated in the Republic of Singapore) (the "Company")
VOLUNTARY CONDITIONAL CASH OFFER FOR SMB UNITED LIMITED - EXPRESSION OF INTEREST BY A THIRD PARTY
The Board of Directors (the "Board") refers to the voluntary
conditional cash offer (the "Offer") made by PrimePartners
Corporate Finance Pte. Ltd., for and on behalf of Profit Sea
Holdings Limited the (the "Offeror"), an indirect
wholly-owned subsidiary of Boer Power Holdings Limited, to
acquire all the issued and fully paid-up ordinary shares in
the capital of the Company, other than those already owned,
controlled or agreed to be acquired by the Offeror.
The Board wishes to inform shareholders of the Company
("Shareholders") that the Company has received an expression
of interest from a third party (the "Third Party") in
connection with a potential acquisition of all ordinary
shares in the share capital of the Company ("Shares"). Lazard
Asia Limited, which has been appointed as the Company's
financial adviser on 1 September 2011, is assisting the
Company in its on-going discussions with the Third Party. In
response to an application by the Third Party, the Securities
Industry Council has ruled that the Third Party must clarify
its intentions no later than 10 January 2012 by either
announcing a firm intention to make an offer for the Company
or confirming to the Company that it does not intend to make
an offer, in which case, the Company will be required to
announce that fact. In addition, the Third Party may be
required to clarify its intentions at an earlier date and/or
be identified in the appropriate circumstances.
The Board wishes to highlight that notwithstanding the
discussions with the Third Party, there is no assurance that
such discussions will result in any firm intention by the
Third Party to make an offer to acquire the Shares. If and
when there is any material development, the Company will make
an announcement at the appropriate time.
In the meantime, the Board wishes to advise Shareholders to
refrain from taking any action in respect of their Shares
which may be prejudicial to their interests, and to exercise
caution when dealing in the Shares.
The Directors of the Company (including those who may have
delegated detailed supervision of this Announcement) have
taken all reasonable care to ensure that the facts stated in
this Announcement are fair and accurate and that no material
facts have been omitted from this Announcement, and they
jointly and severally accept responsibility accordingly.
Where any information has been extracted from published or
otherwise publicly available sources, the sole responsibility
of the Directors of the Company has been to ensure through
reasonable enquiries that such information has been
accurately and correctly extracted from such sources or, as
the case may be, accurately reflected or reproduced in this
Announcement.
Any enquiries relating to this Announcement or the Offer
should be directed to the following: Lazard Asia Limited
3 Church Street
#14-01 Samsung Hub Singapore 049483 (65) 6534 2011
1
BY ORDER OF THE BOARD
Lee Phuan Weng
Chairman
20 December 2011
2
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Voluntary Conditional Cash Offer For SMB United Limited – Expression Of Interest By A Third Party |