TECHNOLOGY solutions provider Frencken Group on Thursday (Jan 27) entered into a sale and purchase agreement (SPA) to acquire a 50 per cent stake in Malaysian company Penchem Technologies for RM15.6 million (S$5.2 million).

 

Under the agreement, Frencken Frencken: E28 -6.17% has agreed to purchase 261,500 ordinary shares from 2 directors and shareholders of Penchem - Ng Chee Mang and Wong Kah Gin.

 

Frencken has also simultaneously entered into a subscription agreement with Penchem to subscribe for 10,058 shares, or 1.92 per cent of the ordinary shares of Penchem. The subscription price for these shares was RM0.6 million.

 

The purchase consideration will be satisfied wholly in cash, and funded by Frencken' s internal resources.

 

Some 35 per cent of the consideration, or RM5.46 million, is payable upon the execution of the agreement. The remaining RM10.14 million is payable upon completion of the execution.

 

The consideration was determined based on arm' s length negotiations between the Frencken and the 2 directors in question. It was arrived at on a willing-buyer and willing-seller basis after taking into account the business potential, technical expertise, recent financial performance and earnings potential of Penchem, said Frencken.

 

Penchem designs and manufactures advanced polymer and composite materials for the electronic and medical industries. The company' s solutions can also be used for coatings, adhesives, and fillers for industries such as automotive, marine and aerospace

 

The company has a manufacturing facility in Penang with a laboratory for the design and testing of chemicals and polymers.

 

Frencken said the partnership will allow it to significantly leverage on the synergistic benefit arising from global market accessibility of both companies. This also translates to Penchem having a larger and broader clientele potentially scaling its revenue baseline.

 

The net book value of Penchem and its subsidiary was RM16.3 million as at end-2021. No independent valuation was conducted on Penchem.

 

The transaction is expected to be completed in FY2022, and is not expected to have a material impact on Frencken' s net tangible assets per share or earnings per share for the fiscal year ending Dec 31.