Memtech chairman makes cash offer of $1.35 per share to delist company

SINGAPORE - The Chuang family that owns Memtech International on Tuesday (May 14) made a voluntary conditional offer for the Singapore-listed electronics components manufacturer in a bid to delist it.

The Chuangs, led by Memtech executive chairman Chuang Wen Fu, are offering $1.35 in cash for each share, in a deal that values the company at $189 million.

The offer price of $1.35 represents a premium of 23.9 per cent over the company's last transacted price of $1.09 a share last Friday. Memtech called for a trading halt on Monday, after its shares closed 7.92 per cent higher last Friday.

The offer price is also a 31.5 per cent premium over Memtech's volume-weighted average price for the one month leading up to last Friday.

The offeror is a special purpose vehicle which mixes the interests of the Chuang family, as well as investment holding firm Keytech which is owned by the Chuang family and certain current and former members of Memtech's management team. Universal Global Technology (UGT) is also coming in as a strategic investor.

The offeror currently controls 57.77 per cent of Memtech. Ultimately, the plan is for Keytech to hold a 57.77 per cent equity interest in the offeror with UGT owning the remaining 42.23 per cent.

UGT is investing in Memtech in order to deepen its relationship with the company and diversify its design and supply chain capabilities, it said.

UGT is owned by Shanghai-listed Universal Scientific Industrial (Shanghai), a provider of design, manufacturing and other value-added services in the electronics manufacturing services industry. This parent company is in turn a subsidiary of ASE Technology, a company listed on both the New York Stock Exchange and Taiwan Stock Exchange which develops and offers complete turnkey solutions covering front-end engineering test, wafer probing and final test, as well as integrated circuit packaging and materials, the offeror said.

The offer will become unconditional if the offeror receives, by the close of the offer, valid acceptances for it to control no less than 90 per cent of Memtech. The offeror reserves the right to reduce the acceptance condition to 50 per cent, but the offer is final and the offeror does not intend to revise its offer price.

Memtech has not carried out any exercise to raise equity capital since its initial public offering in 2004, and the trading volume of its shares has been generally low, financial adviser OCBC Bank said on behalf of the offeror on Tuesday.