KUALA LUMPUR: Offshore support vessel (OSV) company Icon Offshore Bhd
has signed four conditional share sale and purchase agreements (SSPAs) with various vendors for proposed acquisitions.
In its filing with Bursa Malaysia today, Icon said that the first agreement involves acquiring 100 ordinary shares in Liannex Fleet Pte Ltd from Liannex Corp (S) Pte Ltd for RM182 million.
The purchase will be fully settled by issuing 206.82 million consideration shares at a pre-determined issue price.
Additionally, Icon Offshore will acquire 5.32 million ordinary shares, representing a 51 per cent stake in Yinson Power Marine, a subsidiary of Liannex Fleet, for RM18 million, to be settled via 20.45 million consideration shares.
Under the second SSPA, Icon plans to acquire 525,000 ordinary shares, representing a 70 per cent stake, and 25 million non-convertible redeemable preference shares in Regulus Offshore Sdn Bhd from Yinson Offshore Services Sdn Bhd, a wholly owned subsidiary of Yinson Holdings Bhd, for RM136 million.
This acquisition will be settled through the issuance of 154.54 million consideration shares.
"Icon will also acquire one ordinary share representing the entire issued share capital of Yinson Camellia Sdn Bhd for RM24 million, which will be settled via 27.27 million consideration shares,” it said.
For the third SSPA, Icon proposes acquiring one ordinary share and 10.29 million redeemable convertible preference shares (RCPS) in Yinson Port Ventures Pte Ltd (YPVPL), representing the entire issued and paid-up capital, from Yinson Capital Sdn Bhd for RM27 million.
The purchase will be settled through the issuance of 30.68 million consideration shares.
Icon will also acquire one ordinary share and 1.7 million RCPS in Yinson Premier Ltd (YPL), representing 100 per cent of its issued and paid-up capital, for RM7 million, settled via 7.95 million consideration shares.
Under the fourth SSPA, Icon plans to acquire 49,000 ordinary shares, representing a 49 per cent stake, and 3.01 million non-convertible RPS in Icon Bahtera (B) Sdn Bhd from Zell Transportation Sdn Bhd for RM33.7 million, to be settled via 38.29 million consideration shares.
Icon will acquire 450,000 ordinary shares, representing a 15 per cent stake in Icon Waja, from Zell Transportation for RM9.8 million, settled via 11.14 million consideration shares.
The proposed acquisitions involve Icon purchasing a specified number of shares in the respective target companies for a total purchase amount of RM429.1 million.
This total will be fully satisfied through the issuance of 487.61 million consideration shares at the designated issue price.
"Following the completion of these acquisitions, Liannex Fleet, Yinson Power Marine, Yinson Camellia, YPVPL, YPL, Icon Bahtera, and Icon Waja will become wholly owned subsidiaries of Icon Offshore, while Regulus Offshore will be a 70 per cent owned subsidiary of the company,” said the filing.
Icon said the acquisition of Liannex Fleet, Yinson Power Marine, Regulus Offshore and Yinson Camelia will enable the group to enlarge its OSV and marine vessel fleet through the addition of four OSVs, 17 steel tug boats, 17 steel barges (including one newly built) and two steel bulk carriers.
"The expanded fleet will allow the group to increase its operational capacity and service coverage as well as expand its existing customer base and enable the group to service new geographical regions with market potential.
"The acquisitions will also enable the group to expand its service offering to include transportation and logistics services for commodities and dry bulk cargo via Liannex Fleet and Yinson Power Marine, as well as port and warehouse operations via YPVPL and YPL, thereby enlarging the income stream of the group,” it said.
The acquisition of Icon Bahtera and Icon Waja will allow the group to fully consolidate and obtain full control of the business and management of both companies, said Icon.
On prospects, it said this move is expected to enhance the group’s service offerings, which would boost its potential for higher revenue and long-term growth.
"Barring any unforeseen circumstances, the proposed acquisitions are expected to be completed by the first quarter of 2025,” it added. - Bernama
