THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have sold or transferred all your ordinary shares of RM0.10 each in StemLife Berhad ( Offer Shares or transferee of such Offer Shares. Bursa Malaysia Securities Berhad ( Bursa Securities THIS NOTIFICATION IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN. STEMLIFE BERHAD NOTIFICATION TO SHAREHOLDERS OF STEMLIFE BERHAD IN RELATION TO THE RECEIPT OF NOTICE OF CONDITIONAL MANDATORY TAKE-OVER OFFER DATED 12 NOVEMBER 2015 FROM MAYBANK INVESTMENT BANK BERHAD ON BEHALF OF CORDLIFE GROUP LIMITED ( NOTICE )
STEMLIFE BERHAD (Company No. 566770-D) (Incorporated in Malaysia under the Companies Act, 1965) Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan 19 November 2015 Dr. Ho Choon Hou (Non-Independent Non-Executive Chairman) Yee Pinh Jeremy (Non-Independent Non-Executive Director) Yap Yu Ming (Independent Non-Executive Director) Dr. Raja Abdul Malek bin Raja Jallaludin (Independent Non-Executive Director) Dato Mark William Ling Lee Meng (Independent Non-Executive Director) Saint-Claire Sahba Phillipe Christiane (Independent Non-Executive Director) Liau Yen San, Jonathan (Alternate Director to Yee Pinh Jeremy) Hoo Yee Fong (Alternate Director to Sophian bin Abdul Rahman) Dear Sir/Madam, STEMLIFE BERHAD ( STEMLIFE OR COMPANY ) RECEIPT OF NOTICE OF CONDITIONAL MANDATORY TAKE-OVER OFFER DATED 12 NOVEMBER 2015 FROM MAYBANK INVESTMENT BANK BERHAD ON BEHALF OF CORDLIFE GROUP LIMITED ( CGL OR OFFEROR ) 1. INTRODUCTION We wish to inform you that on 12 November 2015, the Company had received the Notice from Maybank Investment Bank Berhad, acting on behalf of CGL, notifying the Offeror s obligation to undertake a take-over offer to acquire all the remaining ordinary shares of RM0.10 each in StemLife ( ) not already owned by the Offeror ( ) for a cash offer price of RM0.45 per Offer Share ("Offer"). On 12 November 2015, the Board of Directors of StemLife ( Board ) had announced the receipt of the Notice to Bursa Malaysia Securities Berhad. A copy of the Notice is enclosed herewith. On 16 November 2015, the Board (save for Dr. Ho Choon Hou, Mr. Yee Pinh Jeremy and Mr. Liau Yen San, Jonathan (Alternate Director to Mr. Yee Pinh Jeremy), hereinafter collectively referred to as the ) announced that the Company is not seeking another person to make a take-over offer for the Offer Shares. 1
2. CONDITIONS OF THE OFFER The Offer is conditional upon the Offeror having received, on or before the close of the Offer, valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares, which would result in the Offeror holding, together with such StemLife Shares that are already acquired, held or entitled be acquired or held by the Offeror, if any, more than 50% of voting shares or voting rights in StemLife ( Acceptance Condition ). Section 4 below), failing which the Offer shall lapse and the Offer will cease to be capable of further acceptances. All acceptances shall be returned to the holders of the Offer Shares who have accepted the Offer and the Offeror will thereafter cease to be bound by such prior acceptances of the Offer. Further details on the Offer are set out in the enclosed Notice. 3. APPOINTMENT OF INDEPENDENT ADVISER Code Code. 4 DOCUMENTS RELATING TO THE OFFER document outlining the terms and conditions of the Offer ( Offer Document ) together with the ( SC ) ( Posting Date ). approved by the SC. 5 DIRECTORS RESPONSIBILITY STATEMENT YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICIAL TO YOUR INTERESTS AND TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR CAREFULLY BEFORE TAKING ANY ACTION(S) IN RELATION TO THE OFFER SHARES. Yours faithfully STEMLIFE BERHAD Yap Yu Ming
NOTICE OF CONDITIONAL MANDATORY TAKE-OVER OFFER DATED 12 NOVEMBER 2015 FROM MAYBANK INVESTMENT BANK BERHAD ON BEHALF OF CORDLIFE GROUP LIMITED