Date: 23 February Acquisition of TJM Products Pty Ltd. Directors and managers The Stock Exchange of Thailand

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Paul Craig
5 years ago
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the Company ) held on 23 February 2015 has approved the acquisition of 100% of the shares in TJM Products Pty Ltd ( TJM ) in Australia by Aeroklas Australia Pty Ltd ( ARKAU ).

1 Date: 23 February 2015 Re.: To: Acquisition of TJM Products Pty Ltd Directors and managers The Stock Exchange of Thailand The 2/2015 meeting of the board of directors of Eastern Polymer Group Public Company Limited ( EPG or the Company ) held on 23 February 2015 has approved the acquisition of 100% of the shares in TJM Products Pty Ltd ( TJM ) in Australia by Aeroklas Australia Pty Ltd ( ARKAU ). ARKAU is a wholly owned Australian subsidiary of AeroklasCo.,Ltd. ( ARK ) and ARK is a wholly owned Thai subsidiary of EPG. Following the approval of the EPG board of directors, ARKAU has signed a Share Sale Agreement ( SSA ) with CMI Limited Australia ( CMI or the Seller ) for the purpose of acquiring TJM. (1) Transaction Date SSA s signing date is 23 February However, the Company has performed a Due Diligence on TJM before the acquisition of the TJM shares. The result of the Due Diligence did not show any significant changes in TJM s nature of business and financial position. The transaction is expected to be completed within March (2) Parties Buyer : Aeroklas Australia Pty. Ltd. (wholly owned subsidiary of EPG) Seller : CMI Limited (the Seller ) There is no relationship between the EPG, including its subsidiary, its directors, its management and its major share holders, and the Seller. In addition, the Seller is not a related party according to the regulations of the SEC (Securities Exchange Commission) No. 21/2551about Related Parties, and according to the announcement of the SET about the disclosure of operational information of the listed company regarding the related party transactions from 19 November (3) The General Characteristic of the Transaction, Category of the Transaction and Size of the Transaction ARKAU acquires 100% of TJM shares from CMI with the total number of shares to be 445,320 with a total value of Baht million. The transaction is considered as the acquisition of assets, Type 3. The calculation of the size of transactions is based on the comparison of net tangible assets, which is the criteria that gives the highest value of 7.41 percent, pursuant to the Notification of Capital Market Supervisory Board No. Tor. Jor. 20/2551 Re: Rules of Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2008, and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E (2004) dated 29 October 2004 ("Acquisition and Disposition of Assets Notifications") which require that the Company discloses information regarding the acquisition and 1

2 disposition of assets of the Company to the Stock Exchange of Thailand ( SET ). In addition, if the size of a transaction is less than 15 percent of shares, such transactions do not require a shareholder approval. 3.1 Comparison of Net Tangible Assets Size of Transaction = % Net tangible asset value of TJM in proportion to theacquisition Net tangible asset value of the Company = Baht million 8,061.6 Baht million = 7.41 % 3.2 Comparison of Net Profit The calculation cannot be done as the TJM performance is net loss 3.3 Comparison of the Consideration Paid Size of Transaction = Total consideration paid Total assets of the Company = Baht million 12,668.2Baht million = 4.5% The calculation shall be based on a combination of enterprise value and net assets of TJM Products Pty Ltd and also negotiation with the Seller. However, this method of calculation has to include the size of transactions within the past 6 months. During the past 6 months, Eastern Polypack (wholly owned subsidiary of EPG) has invested in assets with a total value of 150 Baht million, representing 1.2 percent pursuant to Consideration paid basis, which is the only basis that the Company can consider. Respectively, when calculating the transactions occurred within the past 6 months to the transaction size of the acquisition of TJM (4.5 percent), under the Consideration paid basis, the total transaction size is equaled to 5.7 percent. 3.4 Comparison to Capital This transaction does not require a capital increase by EPG, thus the method cannot be calculated. (4) The Business Model (4.1) General Information Name TJM Products Pty Ltd( Seller ) Business Distribution of 4WD and automotive accessory through its branded distributors and shops in Australia and worldwide export of such products Location 150 Robinson Road, Geebung, Queensland, Australia, Registered No. ACN

3 Telephone Fax Registered Capital AUD445,320 (445,320 shares at par value of AUD1.00) Paid-up Capital AUD445,320 (445,320 shares at par value of AUD1.00) Website Subsidiary and Associate Information Name % Holding Type Paid-up capital Business 1.1 TJM Shenzhen Ltd. 1.2TJM Off-Road Products, Inc Subsidiary US$ 1,8650, Subsidiary US$ 100,000 Auto accessory assembly and distribution in China Auto accessory distribution in US (4.2) Nature of Business TJM was registered in Australia in TJM has a long history and has well established sales channels with 58 branded distributors and 27 licensed stores selling a wide range of accessories for pickups and SUV s. TJM is a Top 2 company in its market in Australia with 42 years of experience and a high level of expertise in pickup and SUV accessories in Australia. TJM products under the TJM Brand are widely accepted for their innovative design and high standards of quality. The TJM Brand is well-known in the Australian market with growing global recognition. Moreover, TJM is renowned worldwide for product innovation and excellent quality control processes, first in the Australia market to now in the Global marketplace as well. TJM is a market leader in automotive accessories such as Vehicle Frontal Protection Systems (i.e. Bullbars and Nudge Bars), Suspension Upgrades and Camping Equipment, etc. From many aspects, the TJM acquisition is supportive of ARKAU s Australian expansion while also supporting Aeroklas general global expansion. After the acquisition process is completed, ARKAU will hold 100% of the capital of TJM Products Pty Ltd. The Company will allocate key management positions at TJM to some of its own Directors, but has no plans to replace or dismiss any current employees at TJM. (4.3) Summary of Finance Comprehensive Income Statements ( 000 BahtUnit: THB 1,000) 1 Jul Dec Dec Jun 2014 Income from sales and services 435, ,625 1,056,924 Domestic sales 343, , ,428 3

4 ( 000 BahtUnit: THB 1,000) 1 Jul Dec Dec Jun 2014 Export sales 92, , ,496 Segment Profit (8,084) (50,796) (97,895) Financial Position ( 000 BahtUnit: THB 1,000) 31 Dec Jun Jun 2013 Total Segment Assets 743, , ,460 Total Segment Liabilities 151, , ,721 Total Shareholder Equity 592, , ,739 Sources: /1 CMI annual report as of end of June 2014 /2 CMI half-year financial statement as of December 2014 Source of datanotes: 1. The assets and liabilities may change according to the balance sheet at the completion date, but no significant changes are expected. 2. Exchange rate: 1 Australian dollar equal to Baht (based on the exchange rate from 17 February 2015). 3. Total shareholder equity is calculated based upon a difference between total segment assets and total segment liabilities (5) Total Consideration ARKAU will pay a purchase price (on a debt free and cash free basis) of 22.2 million Australian dollars, or million Baht (Exchange rate: 1 Australian dollar equal to Baht, based on the exchange rate from 17 February 2015). The SSA contains cash and working capital adjustments. (6) Source of Fund EPG will use IPO fund and debt to finance this acquisition(increase capital in ARK, then ARK will use this fund to increase capital in ARKAU) 4

5 (7) The Measurement of Total Consideration The calculation of the purchase price is based on a combination of enterprise value and the net assets of million Australian dollars, or equal to million baht as of the end of December 31, 2014 (Exchange rate: 1 Australian dollar equal to Baht), calculation based on the exchange rate from 17 February 2015, and the purchase price, based on the Company s negotiation with the Seller. (8) Acquisition Rationales This acquisition has a range of synergies for both TJM and ARKAU in terms of: (8.1) Expansion of Aeroklas product sales can speed up rapidly through TJM sales channels, which has 58 branded distributors under the TJM brand, and 27 licensed storesthroughout Australia, with a total of 85 stores. ARK can also promote Aeroklas branded products such as Canopies, Deck Covers, Bed Liners, Truck Body, Alloy Tray, etc., through the current TJM sales channels. (8.2) By utilizing the above-mentioned advantages, Aeroklas can later apply this business model throughout the world (8.3) This acquisition will bring incremental growth to Aeroklas in Australia, Thailand, and the global market under the TJM brand, which has been well-known for more than 42 years and has a strong distribution channel. (8.4) TJM will benefit from an expanded product range with access to the extensive variety of highly global standardized parts and accessories manufactured by Aeroklas in Thailand. This will increase the competitive advantages of both TJM and Aeroklas, as trade between Thailand and Australia is covered by an FTA (Free Trade Agreement), which means no import duty is paid on trade between the two countries. Moreover, our extensive experience and state-of-the-art engineering expertise for the development of a wide range of parts and accessories for the automotive industry has been accepted by many global automotive companies. (8.5) This transaction will benefit ARK s productivity and will increase the overall profit margin. The sales revenue of TJM in the year 2014 was 41 million Australian dollars or 1.05 billion baht. The sales target of TJM for the next fiscal year (from 01 April 2015 to 31 March 2016) is 1.3billion baht. Please be informed accordingly Best Regards, Mr. PawatVitoorapakorn Chief Executive Officer 5

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