Bangkok, Gulf Energy Development Public Company Limited (GULF) and Intouch Holdings Public Company Limited (INTUCH) announced the merger. This is a restructuring of the related companies to maximize the benefits of management and future investment, as well as to reduce duplication of shareholding structures and expand growth opportunities in the energy and infrastructure business and digital business. Both companies have agreed to enter into the following transactions: 1) The merger between GULF and INTUCH and the establishment of a new company (NewCo) listed on the Stock Exchange of Thailand; 2) The making of a conditional voluntary tender offer (VTO) for all securities of Advanced Info Service Public Company Limited (ADVANC); and 3) The making of a VTO for the ordinary shares of Thaicom Public Company Limited (THCOM) (collectively, the 'Restructuring Transactions'). On July 16, 2024, the boards of directors of GULF and INTUCH resolved to propose to the extraordinary shareholders' meeting on October 3, 20 24 for consideration and approval of the agenda items related to the Restructuring Transactions. In the merger, the share allocation ratio in NewCo to shareholders of GULF and INTUCH will be as follows: 1 GULF share for 1.02974 shares in NewCo 1 INTUCH share for every 1.69335 shares in NewCo (excluding the 47.37% shares in INTUCH held by GULF as they were directly allocated to GULF shareholders) after receiving approval from the shareholders' meeting and prior to the merger, a tender offer will be made during approximately Q4 2024 - Q1 2025, consisting of: The tender offer for 36.25% of the common shares of ADVANC by GULF, INTUCH and Singtel Strategic Investments Pte. Ltd. (SSI) and Mr. Sarath Ratanavadi at a price of 216.3 baht/share, totaling approximately 116,601 million baht and The tender offer for 58.86% of the ordinary shares of THCOM by GULF, Gulf Edge Company Limited (a subsidiary of GULF), INTUCH and Mr. Sarath Ratanavadi at a price of 11.00 baht/share, totaling approximately 6,976 million baht . The said tender offer is to act on behalf of NewCo after the establishment of the new company with technical obligation. The result of such tender offer will not change the share allocation ratio in NewCo as mentioned above. As part of the transaction, the board of directors of INTUCH considered in principle to pay a special dividend from the company's retained earnings of 4.5 baht per share. It is expected that the record date and payment of the special dividend will occur after the end of the share purchase from the dissenting shareholders and before the completion of the merger transaction. Mr. Sarath Ratanavadi, Chief Executive Officer of Gulf Energy Development Public Company Limited, said that there will be an amalgamation of GULF and INTUCH and a new company (NewCo) will be established in the second quarter of 2025. In the past, GULF has invested as a major shareholder of INTUCH and THCOM. It has studied several alternatives to appropriately restructure the shareholding structure of the GULF Gro up and the INTUCH Group, including ADVANC and THCOM. After discussing various issues, it was found that the merger between GULF, the leader in the energy business, and INTUCH, the shareholder of ADVANC, the leader in telecommunications in Thailand, would be the most appropriate option, which would be beneficial to both companies and all shareholders, as well as increase the potential to be a leader in expanding the energy and telecommunications businesses. In terms of the energy business, the company is committed to expanding into the renewable energy business. In terms of the telecommunications business, it will focus on further developing the business into the digital business, as the company has been reporting from time to time. 'The merger will strengthen and clarify the management of all companies in the group. This merger is a large-scale merger transaction involving five companies listed on the stock exchanges in Thailand and Singapore: GULF, INTUCH, ADVANC THCOM and Singtel. It is a complex and sensi tive transaction that requires consideration of all impacts and the benefits of all shareholders, including retail shareholders, major shareholders, financial institutions and funds. However, I would like to thank all parties involved and various agencies for their continued support, enabling the merger to proceed. The company hopes that this merger will be positive news for the Thai capital market and will help build confidence among investors in the Stock Exchange of Thailand. The restructuring transaction is expected to be completed in the second quarter of 2025, with Bualuang Securities and UBS AG Singapore Branch as advisors for this transaction,' said Mr. Sarath. Source: Thai News Agency