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SEC reveals non-compliance of EIC tender offer price



Wednesday 22 January 2014 | No. 9 / 2014



Bangkok, January 22, 2014 ?  Following the acquisition of control over Electronics Industry Public Company Limited (EIC) by Bee Taechaubol and Thai Prime Co.Ltd.,  where the tender offer for all EIC shares has been launched at 1.25 baht per share, Bee has been found purchasing 1,017,500 EIC shares through the Stock Exchange of Thailand (SET) at 3.50 baht a share.  The tender offer will be closed on January 27, 2014.
As the purchase price is higher than the tender offer price, it caused unfair treatment among EIC shareholders.

The SEC proposed this matter to the Sub-Committee on Business Takeovers for consideration.  The Sub-Committee opined that the tender offer rules aim to protect securities holders in cases of change in control over the business by providing fair exit and fair treatment to shareholders who disagree with the change.  Accordingly, Bee?s purchases of EIC shares through the SET at the price higher than the tender offer price resulted in a violation of the tender offer rules promulgated under Section 247 of the Securities and Exchange Act B.E. 2535 (1992), which specify that the tender offer price for all EIC shareholders must be at the same price or form.

In this regard, the SEC notified Bee to provide clarification on this matter with prompt rectification.  For the benefits of EIC shareholders, he is also notified to disclose such rectification to EIC for further dissemination through the SET information system prior to the closing of the tender offer period.