On even date, MPB had further granted an irrevocable and unconditional letter of undertaking to the Sellers to:

Transcription

1 MEDIA PRIMA BERHAD ("MPB" OR THE "COMPANY") PROPOSED ACQUISITION OF 100% EQUITY IN REV ASIA HOLDINGS SDN. BHD. (THE "TARGET COMPANY") BY MEDIA PRIMA DIGITAL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF MPB (THE "PURCHASER") (THE "PROPOSED ACQUISITION") FROM REV ASIA BERHAD AND YOUTH ASIA SDN. BHD. (THE "SELLERS") 1. INTRODUCTION The Board of Directors of MPB ("Board") is pleased to announce that MPB, via the Purchaser, had on 8 May 2017 entered into a conditional sale and purchase agreement with the Sellers ("SPA") to acquire 15,828,831 ordinary shares in the Target Company, representing 100% of the issued and paid up capital of the Target Company, for a total purchase consideration of RM105,000,000 ("Consideration"). On even date, MPB had further granted an irrevocable and unconditional letter of undertaking to the Sellers to: (a) (b) guarantee the full and complete performance of all obligations of the Purchaser under the SPA; and undertake to indemnify and hold harmless the Sellers against any and all direct losses, damages, cost, changes and expenses arising from such breach by the Purchaser of its obligations under the SPA. 2. DETAILS OF THE ACQUISITION 2.1. Information on the Purchaser The Purchaser was incorporated under the laws of Malaysia on 2 August 1993 as a private limited company under the Companies Act 1965, under the name Power Annexe Sdn. Bhd. It changed its name to Cineart Enterprises Sdn. Bhd. on 9 February 1994 and subsequently changed its name to Alt Media Sdn. Bhd. on 19 July The Purchaser assumed its present name on 19 March The Purchaser is principally involved in new media business and related activities. As at 12 April 2017, being the latest practicable date prior to the date of this announcement ("LPD"), the Purchaser has a total issued share capital of RM7,268,000 comprising 7,000,000 ordinary shares and 26,800,000 preference shares, and its ultimate parent company is MPB Information on the Target Company The Target Company was incorporated under the laws of Malaysia on 24 June 2013 as a private limited company under the Companies Act 1965, under the name of Rev Media Equity Holdings Sdn. Bhd. The Target Company assumed its present name on 5 December The Target Company is principally an investment holding company. As at the LPD, the total issued share capital of the Target Company is RM15,828,831 comprising of 15,828,831 ordinary shares, and the Target Company is the ultimate legal and beneficial owner of the entire ordinary equity interest in the following companies: 1

2 (a) Rev Digital Sdn. Bhd.; (b) Rev Lifestyle Sdn. Bhd.; (c) Rev Social Malaysia Sdn. Bhd.; (d) Rev Social International Sdn. Bhd.; and (e) Rev Entertainment Sdn. Bhd., (collectively referred to as, the "Subsidiaries"). The Subsidiaries are principally engaged in the business of providing advertising, publication and internet social media services. Pursuant to the Proposed Acquisition, the Purchaser, will, at the time of completion of the SPA, acquire the Target Company comprising only the Subsidiaries. The subsidiaries which are excluded from the Proposed Acquisition ("Carved-Out Subsidiaries") will be disposed by the Target Company prior to completion of the SPA (the Target Company and the Subsidiaries are collectively referred to as the "Target Group"). Based on the proforma consolidated financial statements of the Target Group for the financial year ended ("FYE") 31 December 2016, the Target Group's combined net profit was RM 4,249,040, while its net assets ("NA") were RM 27,406,949 as at 31 December Salient terms of the SPA The salient terms of the SPA are, as follows: (a) the Proposed Acquisition is subject to the fulfillment of certain conditions ("Conditions"), including, among others: (i) (ii) (iii) (iv) the approval by the shareholders of Rev Asia Berhad; the divestment of the Carved-Out Subsidiaries; the assignment of certain registered trademarks; and the write-off, whether through one or more write-offs, of all amount owed by Rev Asia Berhad to Rev Digital Sdn. Bhd. and Rev Social Malaysia Sdn. Bhd. ("Outstanding Receivable"). (b) the Sellers covenant with and undertake to the Purchaser and MPB (each an "Indemnified Person") to defend, indemnify and hold harmless each Indemnified Person, from and against any and all losses incurred, suffered or sustained by each Indemnified Person arising out of any of the following: (i) (ii) third party claims for intellectual property infringement in respect of intellectual property created or used by the Target Group prior to the completion date; any third party claims in respect of any content created or used by the Target Group prior to the completion date; 2

3 (iii) (iv) (v) (vi) any tax related liability arising from the writing-off of the Outstanding Receivable; any liability or losses incurred by Purchaser of whatsoever nature (save in respect of tax related liabilities) arising from or in connection with certain outstanding payables owed by Rev Digital Sdn. Bhd. to a supplier; any liability or losses incurred by Purchaser of whatsoever nature arising from or in connection with Rev Entertainment Sdn. Bhd. to the extent that the liability or losses arises from facts, matters or events prior to completion; and any liability or losses incurred by Purchaser of whatsoever nature arising from or in connection with such loss or damage to the relevant documents and records in connection with Rev Digital Sdn. Bhd., Rev Lifestyle Sdn. Bhd. and Rev Entertainment Sdn. Bhd.; and (c) the Conditions are to be satisfied or waived by the Purchaser no later than 90 days after the execution of the SPA or such other date as the parties may mutually agree in writing. Completion of the Proposed Acquisition is to occur on the first business day of the month after the Conditions have been satisfied or waived by the Purchaser Basis and justification for arriving at the Consideration The Consideration for the Proposed Acquisition, was arrived based on a "willing-buyer willingseller" basis, after taking into consideration the enterprise value of the Target Group using, amongst others, the discounted cash flow method of valuation and comparable trading multiples valuation methods. The Board is of the view that the Consideration is justified in view of the potential earnings to be generated from the Target Group and the opportunity to expand the business of MPB group's digital division by leveraging the internet social media industry Mode of satisfaction of the Consideration The Consideration for the Proposed Acquisition is to be satisfied in cash, as follows: (a) (b) (c) (d) the sum of RM2,270,000 equivalent to approximately 2.16% of the Consideration payable, which was paid by the Purchaser, to the Sellers as an earnest fee prior to the execution of the SPA; the sum of RM8,230,000 equivalent to approximately 7.84% of the Consideration payable, which shall be payable by the Purchaser, to the Sellers upon execution of the SPA; the sum of RM89,500,000, equivalent to the remainder of the Consideration (less: items (a), (b) and (d)), to be paid fully by the Purchaser, to Sellers on the date of completion of the SPA; and the sum of RM5,000,000 to be retained by the Purchaser for 6 months from the completion date, as a retention against certain liabilities of the Sellers to the Purchaser and the Target Group, in accordance with the terms of the SPA. 3

4 2.6. Funding for the Proposed Acquisition The Purchaser is financing the Consideration for the Proposed Acquisition through internally generated funds of MPB Liabilities to be assumed by the Purchaser and/or MPB There are no liabilities, including contingent liabilities and guarantees to be assumed by the Purchaser, arising from the Proposed Acquisition, other than liabilities of the Target Group which are agreed not to be extinguished prior to completion of the SPA. 3. INFORMATION ON THE SELLERS 3.1. Rev Asia Berhad Rev Asia Berhad was incorporated under the laws of Malaysia on 5 October 2010 as a private limited company under the Companies Act 1965, under the name of Catcha Media Sdn. Bhd.. The company converted its status from private limited company to public limited company on 19 November 2010 and Rev Asia Berhad assumed its present name on 17 June Rev Asia Berhad is principally an investment holding company. As at the LPD, Rev Asia Berhad has a total issued share capital of RM6,732,001 comprising 134,640,020 ordinary shares, and its major shareholder is Catcha Group Pte. Ltd., a company incorporated in Singapore Youth Asia Sdn. Bhd. Youth Asia Sdn. Bhd. was incorporated under the laws of Malaysia on 18 May 2009 as a private limited company under the Companies Act Youth Asia Sdn. Bhd. is principally an investment holding company. As at the LPD, Youth Asia Sdn. Bhd. has a total issued share capital of RM100,000 comprising of 100,000 shares, and its entire share capital is held in equal proportion by two (2) Malaysian individuals, i.e. Joel Neoh Eu-Jin and Ng Khai Lee. 4. RATIONALE AND PROSPECTS OF THE PROPOSED ACQUISITION The Proposed Acquisition is expected to provide MPB with an opportunity to solidify MPB s presence in the digital publishing business, which in turn is expected to facilitate the continued growth of the enlarged MPB group moving forward. The Proposed Acquisition provides synergistic benefits to MPB. MPB s track record of success in traditional media and its commitment to further grow its digital presence make the Proposed Acquisition an ideal arrangement to significantly expand MPB s reach while solidifying MPB s position as the leading digital publisher in Malaysia. 5. RISK FACTORS The risk factors in relation to the Proposed Acquisition include but are not limited to, the following: 4

5 (a) Competition risk MPB faces the risk of competition from players that have adopted similar business strategies and are in direct competition with them. More established international competitors from developed markets may seek entry into Malaysia, leveraging their experience, scale and resources to gain a market share. Notwithstanding the prevalence of this risk, MPB has an established market position with a strong brand name developed over the years through operational excellence. Its local knowledge, systematic processes and functional knowledge will likely enable it to outmanoeuvre its competitors. (b) Integration risk One of the key drivers for the Proposed Acquisition is the synergistic benefits that are expected to be derived from MPB and the Target Group leveraging on each other s know-how and expertise. The realisation of such benefits will depend on, among others, the successful integration of the Target Group s operations and the extent to which the business plan is achieved. Over the medium to long term, elements to ensure a successful collaboration will be in place, to help realise the full synergies anticipated from the Proposed Acquisition. (c) Completion risk The Proposed Acquisition is conditional upon the satisfaction of the conditions set out in Section 2.3 above. (d) Business and industry risk The Target Group is principally involved in the digital media business. Risks in the digital media business include, amongst others, annual renewal of permits, competition, technological changes, and shortage in skilled professionals. There are also economic, political and regulatory risks. MPB seeks to limit these risks through continuous search for local and international alliances, working to obtain more representation and sales rights for the Target Group's online properties and on-going recruitment of skilled professionals, all to keep MPB at the forefront of the media business. However, no assurance can be given that any changes involving these factors will not have a material adverse effect on MPB's business, operating results or financial conditions. (e) Changes in the regulatory environment for our industry could increase our costs Government regulation surrounding the use of the internet to date is comparatively relaxed. However, the regulatory environment relating to the use of the internet in particular may change due to, amongst others, security and privacy concerns. New laws and regulations could be adopted, and existing laws and regulations could be applied. This could result in increased compliance cost for MPB. (f) Rapid technological change 5

6 The internet industry is characterised by rapidly changing technology, evolving industry standards, frequent new product and service announcements, introductions and enhancements, and changing consumer demands. Our future success will depend on our ongoing ability to improve the performance, features, reliability and creativity of our advertisement products in response to our competitors and the evolving demands of the market place. New services, products and technologies may be superior to the services and technologies that we use, and may render our services and technologies obsolete or require us to incur substantial expenditures to modify or adapt our services, products and technologies. As such, we are dependent on our ability to keep pace with technological changes to address our customers' needs. To this end, we have a specialised research and development function. Nevertheless, no assurance can be given that unanticipated problems will not occur. 6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 6.1. Share capital and substantial shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of MPB NA, NA per share and gearing For illustration purposes, based on the audited consolidated financial statements of MPB for the FYE 31 December 2016 as well as the proforma consolidated financial statements of the Target Group for the FYE 31 December 2016, the pro forma effects of the Proposed Acquisition on the NA and gearing are as follows: MPB TARGET TOTAL GROUP NA (1) 1,486,213,000 27,406,949 1,513,619,949 Profit after tax (2) (69,783,000) 4,249,040 (65,533,960) No. of shares 1,109,199,000 NA/ share MPB 1.34 NA/ share after 1.37 Increase in NA/share Earnings per share MPB (0.063) Earnings per share after (0.059) Improvement in EPS Gearing MPB 0.2 Gearing after 0.2 No material difference Notes: (1) Based on proforma consolidated financial statements of the Target Group as at 31 December 2016 after the fulfilment of Conditions. 6

7 (2) Based on proforma consolidated financial statements of the Target Group as at 31 December 2016 prior to the fulfilment of Conditions Earnings and earnings per share The effects on the earnings and earnings per share of MBP Group are illustrated in the table in 6.2. The actual impact of the Proposed Acquisition on the consolidated earnings and EPS of MPB moving forward will depend on, amongst others, the successful integration of the Target Group s operations, the extent to which the business plan is achieved and the realisation of synergies from the Proposed Acquisition. In the short run, the consolidation of the Target Group is expected to increase the consolidated earnings and EPS of MPB. 7. APPROVALS REQUIRED As the highest percentage ratio applicable to the Proposed Acquisition does not exceed 25%, the Proposed Acquisition does not require the approval of the shareholders of MPB. The Proposed Acquisition is subject to the approvals of the shareholders of Rev Asia Berhad and Youth Asia Sdn. Bhd. The Proposed Acquisition is not subject to the approval of any regulatory authorities, or conditional upon any other proposals undertaken or to be undertaken by the Purchaser or MPB. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM None of the directors and major shareholders of MPB and/or the Purchaser, and persons connected with them have any interest, either direct or indirect, in the Proposed Acquisition. 9. DIRECTORS' STATEMENTS The Board, after having considered all aspects of the Proposed Acquisition (including but not limited to the rationale for the Proposed Acquisition, the potential earnings from the Subsidiaries as well as the basis of arriving at the Consideration and the mode of satisfaction), is of the opinion that the Proposed Acquisition is in the best interest of MPB and the Purchaser. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the third quarter of DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPA will be made available for inspection at MPB's registered office at Balai Berita, Anjung Riong, No. 31, Jalan Riong, Bangsar, 59100, Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. 12. PERCENTAGE RATIO 7

8 The highest percentage ratio applicable to the Proposed Acquisition pursuant to Rule of the Main Market Listing Requirements of Bursa Securities Malaysia Berhad is 7.06% based on the latest audited financial statements of the Target Company for the FYE 31 December This announcement is dated 8 May