Sign In
SEC News

SEC advises SUPER shareholders to exercise prudence in acquisition plan opposed by IFA



Tuesday 22 April 2014 | No. 55 / 2014



Bangkok, April 22, 2014 ? The SEC advised SUPER shareholders to study the company?s proposal to acquire shares of Pro Solar One Co., Ltd. ("ProOne") through its subsidiary before casting votes at the shareholders? meeting on April 25, 2014.

Earlier, Superblock Plc. ("SUPER") has proposed an acquisition plan for its shareholders? consideration where its subsidiary - Super Energy Group Co., Ltd. ("ENERGY") will acquire 100% of shares in Pro Solar One Co.,Ltd ("ProOne"), a solar power plant operator. The acquisition price was set at 325.30 million baht for 2,632,499 shares. Board of directors and audit committee of SUPER were of opinion that the acquisition price and transaction were appropriate and beneficial to the company. 

Nonetheless, independent financial adviser ("IFA") viewed that the acquisition price should be around 230 ? 270 million baht and recommended SUPER shareholders not to approve the acquisition. Furthermore, IFA observed that payment condition for acquisition of ProOne shares was not fair because 77% of total share price had already been paid to the prospective seller, the proportion of which was relatively high comparing to the condition generally prescribed in sale contract.

Due to its significance, SUPER has proposed the acquisition for consideration in the upcoming shareholders? meeting on April 25, 2014 where the proposal requires at least three quarters of total voting rights less interested shareholders to be approved. In this regard, the SEC suggested SUPER shareholders carefully study relevant information, make inquiry at the shareholders? meeting and exercise their rights to protect their own interests.