The board of directors of Technics Oil & Gas Limited announced that its subsidiary V Offshore Engineering Pte. Ltd. (VOE) has entered into a nonbinding memorandum of understanding (MOU) with Goh Choon Huat, Koa Wee Boon, Senavannaido Duruvasai and Koa Susie in relation to a proposed acquisition of 74% of the entire issued and paid-up capital of Vigahs Marine Technologies Pte. Ltd. by VOE.
Based on the information available to the company, the target company is a company incorporated in Singapore and is in business of repairing and building of ships, tankers and other ocean-going vessels. Pursuant to the MOU, the vendors will transfer 74% of the total issued share capital in the target company to VOE at a maximum aggregate consideration of S$5,299,880. The company intends to grow the target business, including repairing and building of ships, tankers and other ocean-going vessels with the Vendors. The purchase consideration is derived by valuing the target company at S$7,162,000 or 3.581 times its target net profit after tax of S$2,000,000 for the financial year ending December 31, 2013 in accordance with Singapore Financial Reporting Standards. The vendors shall deliver the audited accounts of the target company for the financial years ended December 31, 2011 and December 31, 2012 by November 5, 2013 for review by VOE. Subject to terms and conditions to be negotiated upon between the vendors and VOE, the purchase consideration shall be adjusted accordingly.
VOE shall conduct due diligence investigations on the target company after receiving the 2011 and 2012 accounts and shall complete the DD Investigations and the management of the target company provides full co-operation to VOE throughout the DD Investigations. The completion of the proposed acquisition are subject to, inter alia: (i) the completion of the DD Investigations; and (ii) VOE being satisfied in its reasonable discretion that there has been no material adverse change or events, acts or omissions likely to lead to such a change in the business, assets, prospects, performance, financial position or results of operations of the target company after the date of the MOU.
As at the date of this announcement, no definitive documentation has been executed in relation to the proposed acquisition and accordingly, there can be no assurance that the proposed acquisition will materialize.
The company will provide further details in subsequent announcements in accordance with the listing rules of the Singapore Exchange Securities Trading Limited at the appropriate junctures. In the meantime, shareholders of the company are advised to refrain from taking any action in respect of their shares in the company which may be prejudicial to their interests and to exercise caution when dealing with shares in the company. In the event that shareholders of the company wish to deal in the shares of the company, they are advised to seek their own professional advice and/or consult their stockbrokers.
None of the directors or substantial shareholders of the company has any interest, direct or indirect, in the transaction.