Gaylin Holdings has agreed to acquire industry peer Amos International Holdings for $48.6 million in an all-shares deal, the oil and gas contractor announced in a regulatory filing yesterday.
As a major transaction and one that involves an "interested person", the proposed acquisition will require the approval of Gaylin shareholders.
Amos International is mainly engaged in marine and offshore services, with operations in Singapore, Shanghai and Hong Kong.
The agreement last Saturday follows the inking of a non-binding letter of intent with Lighthouse Logistics and Amos International's founder and managing director Danny Lien on March 26. Lighthouse Logistics, which holds 69.4 per cent of Amos International, is associated to Mr Kyle Shaw, the executive chairman and deemed controlling shareholder of Gaylin. Mr Lien holds a 27.6 per cent stake.
Under the agreement, Gaylin will buy the shares held by Mr Lien and Lighthouse. Lighthouse shall also exercise its drag-along rights to require the registered holders of all remaining shares to sell and transfer these shares to Gaylin.
The consideration for the acquisition will be fully satisfied by the issuance of new Gaylin shares at an issue price of six cents each.
The loss-making firm has sought to move forward with new equity investment, debt restructuring and a new management team.
Gaylin shares yesterday plunged by two cents, or 25 per cent, to six cents.