Bangkok, August 26 – Bangchak closes the deal to buy 65.99% of Esso shares, worth 22.6 billion baht, payment on August 31, preparing to tenderize 1.17 billion shares, another 34.01% stake.
Mr. Chaiwat Kovavisarach, Chief Executive Officer of Bangchak Group and President of Bangchak Corporation Public Company Limited (BCP), informed the Stock Exchange of Thailand that due to the BCP has entered into the ordinary shares purchase agreement of Esso (Thailand) Public Company Limited or ESSO on January 11, 2023 in the amount of 2,283,750,000 shares or 65.99% of the total issued and paid-up ordinary shares of S. Chain from ExxonMobil Asia Holdings Pte. Ltd. (“Seller”).
The company stated that All of the conditions precedent before the acquisition of Esso's ordinary shares have been completed as follows:
(1) Esso has been approved and/or a waiver of duties according to the requirements or limitations specifically specified in the Petroleum Refinery Expansion and Operation Agreement dated December 27, 1991 (as amended) from the Ministry of Energy. or relevant government agencies so that the seller can sell the traded shares to the Company In the event that approval or waiver is required prior to the sale of the traded shares In this case, Esso is not required to obtain any approval or waiver. Therefore, it is deemed that the conditions precedent of this clause have been fulfilled
. Esso's ordinary shares on April 11, 2023
(3) The Company has received various approvals. according to the criteria for the conditional trade competition law on July 18, 2023 and
(4) The parties can agree on the final purchase price according to the share purchase agreement. It was accomplished on August 25, 2023.
Therefore, due to the conditions precedent that have been fulfilled. As a result, the Company is required to make a Mandatory Tender Offer for all of Esso's remaining securities from all Esso shareholders. In order to comply with the Notification of the Capital Market Supervisory Board No. Tor Jor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers dated May 13, 2011 (including any amendments).
(If Esso determines the rights of shareholders to receive dividends or any rights to shareholders before the end of the tender offer period Esso's share purchase price will be reduced by an amount equivalent to a dividend. or such rights, and the shareholders who express their intention to sell will receive the right to dividends. or rights of Esso)
The Company will make a tender offer for all remaining shares of Esso. totality 1,177,108,000 shares (equivalent to 34.01 percent of Esso's total issued and paid-up ordinary shares) and will be responsible for submitting the Tender Offer (Form 247-3) and the Tender Offer. Purchasing securities (Form 247-4) of Esso to the SEC, the SET and ESSO.
The Company expects to purchase 2,283,750,000 ordinary shares of Esso, representing 65.99 percent of the total issued and paid-up ordinary shares of Esso. from the seller in value 22,605,926,000 baht or equivalent to a price of 9.8986 baht per share (by rounding off 4 decimal places) and payment for ordinary shares to the seller on August 31, 2023 and if there is any further progress related to the transaction The company will continue to provide additional information to the Stock Exchange of Thailand.
https://weblink.set.or.th/dat/news/202308/0420NWS250820231853180717T.pdf .-Thai News Agency
Source: Thai News Agency