BANGKOK — Gulf Energy Development Public Company Limited (GULF) and Intouch Holdings Public Company Limited (INTUCH) have announced their amalgamation to optimize the structure of related companies for maximum benefit in future management and investment operations, as well as to reduce the duplication of shareholding structures and extend growth opportunities in energy & infrastructure and digital businesses.
The two companies have agreed to enter into the following transactions:
- The amalgamation between GULF and INTUCH to establish a new company (NewCo) listed on the Stock Exchange of Thailand.
- A Conditional Voluntary Tender Offer (VTO) for all securities of Advanced Info Service Public Company Limited (ADVANC).
- A VTO for common shares of Thaicom Public Company Limited (THCOM) (collectively referred to as the “Restructuring Transaction”).
On July 16, 2024, the Boards of Directors of GULF and INTUCH resolved to propose to the Extraordinary General Meeting of Shareholders on October 3, 2024, to consider and approve the agenda items related to the Restructuring Transaction. The share allocation ratio in NewCo for GULF and INTUCH shareholders will be as follows:
- 1 GULF share for 1.02974 shares in NewCo
- 1 INTUCH share for 1.69335 shares in NewCo (excluding the 47.37% shares in INTUCH held by GULF, as they will be directly allocated to GULF shareholders)
After obtaining shareholder approval and before the company amalgamation, tender offers will be made during approximately Q4 2024 – Q1 2025, consisting of:
- A tender offer for 36.25% of ADVANC’s common shares by GULF, INTUCH, Singtel Strategic Investments Pte. Ltd. (SSI), and Mr. Sarath Ratanavadi at 216.3 baht/share, totaling approximately 233,201 million baht.
- A tender offer for 58.86% of THCOM’s common shares by GULF, Gulf Edge Co., Ltd. (a GULF subsidiary), INTUCH, and Mr. Sarath Ratanavadi at 11.0 baht/share, totaling approximately 7,097 million baht.
These tender offers are made on behalf of NewCo with a technical obligation after the new company’s establishment. The results of these tender offers will not affect the aforementioned share allocation ratio in NewCo.
As part of the transaction, INTUCH’s Board of Directors has considered in principle to pay a special dividend from the company’s retained earnings of 4.5 baht per share. The record date and payment date for this special dividend are expected to occur after the completion of share purchases from dissenting shareholders and before the completion of the amalgamation transaction.
Sarath Ratanavadi, Chief Executive Officer of Gulf Energy Development Public Company Limited, stated that the amalgamation of GULF and INTUCH and the establishment of NewCo will take place in Q2 2025.
Recently, GULF has invested as a major shareholder in INTUCH and THCOM and has studied various options for structuring the shareholding in the GULF group and the INTUCH group, including ADVANC and THCOM.
After discussions on various issues, it was determined that the amalgamation between GULF, a leader in the energy business, and INTUCH, a shareholder in ADVANC, Thailand’s telecommunications leader, would be the most appropriate option, benefiting both companies and all shareholders.
It also enhances the potential for leadership in expanding energy and telecommunications businesses. In the energy sector, the company is committed to expanding into renewable energy businesses, while in telecommunications, it will focus more on expanding into digital businesses as previously announced.
“This amalgamation will strengthen and clarify the management of all companies within the group. This is a large-scale merger transaction involving five listed companies in Thailand and Singapore, namely GULF, INTUCH, ADVANC, THCOM, and Singtel. It’s a complex and sensitive transaction that must consider the impacts on all aspects and the benefits of all shareholders, including minority shareholders, major shareholders, financial institutions, and various funds.”
Sarath expressed gratitude to all involved parties and agencies for their continued support, enabling the company amalgamation to proceed. The company hopes that this merger will be positive news for the Thai capital market and help build confidence among investors in the Stock Exchange of Thailand.
The Restructuring Transaction is expected to be completed in Q2 2025, with Bualuang Securities and UBS AG Singapore Branch serving as advisors for this transaction.
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