A Chinese electronics company is buying a mining and investment firm so it can revitalise its business and finally get off the Singapore Exchange's (SGX) watchlist.
Contract manufacturer Huan Hsin Holdings has entered into a conditional agreement to buy 99.99 per cent of Huangshan Zhongtian Weiliang Mining Co (Huangshan Mining) for $1.06 billion.
Huan Hsin directors believe the miner has a "huge potential upside valuation" and buying it will give it "a new lease of life" and support its exit from the watchlist.
The firm was placed on the list on March 5, 2014, after recording pre-tax losses for three consecutive financial years. In May last year, the SGX granted it an extension to meet the requirements for exiting the list and recently extended the deadline to March 4 next year.
Huan Hsin Holdings will pay the vendor, Jade Merit Developments, $60 million of the purchase price in cash. The rest will come from an allotment of consideration shares at an issue price of 3.3 cents apiece.
That will give Jade Merit 87 per cent of Huan Hsin's enlarged share capital. As that in turn gives Jade Merit more than 30 per cent of the voting rights, it must make a general offer for any stock in Huan Hsin it does not already own unless granted a waiver by the Securities Industry Council.
Huan Hsin shares closed down 27 per cent at 1.9 cents yesterday.
The deal, if completed by March 4 next year, will result in a reverse takeover.
Huangshan Mining is a Chinese investment holding firm that owns a vanadium mine in China.
Jade Merit is an investment holding company incorporated in the British Virgin Islands on Feb 2 this year. Its sole shareholder is Singaporean Yip Zhao Lin, who has experience investing in the mining business, Huan Hsin said. Since 2007, Mr Yip has also been the managing director of Sum V Energy, formerly known as China Minerals Group.
Along with the acquisition, Huan Hsin is proposing to consolidate every 20 shares into one share, allowing it to meet the listing requirement of having a minimum issue price of 50 cents a share.
It has also struck an agreement with Oriental Straits Investment to issue about 3.6 billion shares to raise $80 million to help fund the acquisition. There is an additional option for Oriental Straits and China Capital Impetus Investments to each subscribe for up to 455 million shares at an issue price of 2.2 cents a share.
The acquisition is subject to shareholder approval and other conditions.