The estate of Dyna-Mac&rsquo s founding shareholder, Desmond Lim Tze Jong, has decided to accept Hanwha&rsquo s offer.

 

On Nov 5, the estate said it will tender its full stake in Dyna-Mac following the Korean group&rsquo s revised offer of 67 cents per share.

 

The news came shortly after Hanwha Group&rsquo s offer for Dyna-Mac turned unconditional with the former having a stake of over 50% as at Nov 4.

 

The estate previously said Hanwha&rsquo s initial offer price of 60 cents was not compelling, but announced that it intended to exercise its warrants in Dyna-Mac.

 

In its Oct 14 statement, the estate says it will need to divest a portion of its shares before exercising its warrants to avoid triggering an obligation for the estate to make a mandatory general offer for Dyna-Mac. Under Singapore' s Take-over Code, a person or party is required to make a general offer for a publicly-listed company if he, she or it acquires 30% or more of the voting rights of the company. The same rule applies if the person or party holds between 30% to 50% of the company' s voting rights and he, she or it increases its voting rights by over 1% within any six-month period.

 

At the time, the estate said it remains " steadfast in its belief in the growth potential of Dyna-Mac" .

 

On Oct 23, Dyna-Mac' s independent financial advisor (IFA), ZICO Capital, announced that Hanwha' s revised offer of 67 cents was &ldquo fair and reasonable&rdquo and recommended the company' s shareholders to " accept" the offer.

About 84.8 million shares or 6.81% of total issued shares in Dyna-Mac have been accepted as at 6 pm on Nov 4

 

HANWHA Ocean SG&rsquo s voluntary conditional cash offer for Dyna-Mac : NO4 +1.53% was declared unconditional as to acceptances on Tuesday (Nov 5), resulting in an extension of the closing date to 5.30 pm on Nov 20 from the earlier Nov 6 deadline. 

 

This comes after Hanwha received valid acceptances to over 554 million shares for its offer at S$0.67 per Dyna-Mac share, representing about 44.45 per cent of the total number of issued shares in the company.

 

It includes 282.9 million shares tendered in acceptance by the offeror&rsquo s controlling parties Hanwha Aerospace and Hanwha Ocean, which had collectively owned 22.69 per cent of total issued shares in the company as at the offer date on Sep 11.

 

Some 84.8 million shares or 6.81 per cent of total issued shares in Dyna-Mac had been accepted as at 6 pm on Nov 4.

 

This brings the offeror and its concert parties&rsquo stake in the company to 51.25 per cent of total issued shares and about 50.94 per cent of its maximum potential issued share capital, thus fulfilling the deal&rsquo s minimum acceptance condition. 

 

The offer however remains conditional upon a merger control condition that requires the Competition and Consumer Commission of Singapore issuing a favourable decision during its preliminary assessment of the acquisition.

 

Shares of Dyna-Mac were trading S$0.01 or 1.5 per cent higher at S$0.665 as at the midday break on Tuesday, after the news.

 

Founding shareholder to accept offer

The estate of Dyna-Mac&rsquo s late founder, Desmond Lim Tze Jong, is the single largest shareholder of the company. It owns 383.1 million shares in Dyna-Mac amounting to a 31.06 per cent stakeholding as at Oct 21, 2024. 

 

Separately on Nov 5, the estate released a media statement that it will tender its full shareholding in the company based on Hanwha&rsquo s revised offer of S$0.67 apiece.

 

Hanwha first made its offer at S$0.60 per share on Sep 11 &ndash a deal which Lim&rsquo s estate considered to be &ldquo not compelling&rdquo .

 

In view of the company&rsquo s status as a &ldquo global multi-disciplinary&rdquo contractor, the founding shareholder argued that such a price did not adequately reflect Dyna-Mac&rsquo s value and growth potential.

 

Hanwha on Oct 14 upped its offer price to a final S$0.67 per share, adding that the move signalled a &ldquo final opportunity for shareholders to immediately realise attractive returns at compelling premiums&rdquo . 

 

Independent financial adviser Zico Capital recommended that shareholders accept the revised offer as it deemed the sweetened deal &ldquo fair and reasonable&rdquo .