Maybulk said the deferred dividend is included in the SSA as the actual shareholders’ fund can only be determined upon the issuance of the audited financial statements of EMTS for the financial year ended Dec 31, 2022.
PETALING JAYA: Malaysian Bulk Carriers Bhd
(Maybulk) says the amount of deferred dividend to be paid to vendors of EMT Systems Sdn Bhd (EMTS), formerly known as E Metall Systems Sdn Bhd, shall not be more than RM1.5mil.
On Jan 18, 2023, Maybulk announced it had entered into a share sale agreement (SSA) with Grand East Metal (Kulim) Sdn Bhd and Goh Ting Hong (collectively vendors) for the acquisition of the entire equity interest in EMTS for RM70mil.
Maybulk said the deferred dividend is included in the SSA as the actual shareholders’ fund can only be determined upon the issuance of the audited financial statements of EMTS for the financial year ended Dec 31, 2022, which shall be within 120 days following the end of the financial year.
“The amount to be paid via the deferred dividend is expected to be not more than RM1.5mil,” it said in a filing with Bursa Malaysia yesterday, in reply to a letter from the local exchange on Jan 20, requesting for further information to be shared with the public.
In its reply, Maybulk said the sum of RM10mil of shareholders’ fund of EMTS as at Dec 31, 2022 was a negotiated and agreed sum between Maybulk and the vendors, and is based on the unaudited shareholders’ fund of EMTS of about RM10.64mil as at Nov 30, 2022.
Meanwhile, in its initial announcement, MBC noted that on a condition subsequent, the vendors shall use all necessary endeavours to complete a SSA entered between the vendors and EMTS on Dec 28, 2022 for the former to purchase 31.7%-equity interest in Lienteh Technology Sdn Bhd.
Maybulk said Lienteh is principally involved in the manufacturing, importing, exporting and trading of pharmaceutical and medical goods such as latex and nitrile gloves.
Lienteh currently has an issued capital of RM30mil comprising 30 million ordinary shares.
Maybulk said the vendors had entered into the Lienteh SSA to acquire 9.5 million ordinary shares in Lienteh for RM9.5mil cash.
Other information requested by the exchange included the rationale for BDO Capital Consultants Sdn Bhd to adopt the discounted cashflow valuation methodology instead of other valuation methodology to derive at the estimated range of indicative values of between RM75.4mil and RM84.8mil for EMTS.
MBC said, pursuant to the acquisition, it will be subjected to new business and operational risks relating to the shelving and storage solutions industry.
Upon the request for risk mitigation, MBC said: “We seek to mitigate this risk by leveraging on the established brand name, existing products and customer network of EMTS, an existing industry player.”
