KUALA LUMPUR: ACE Market-listed Ingenuity Solutions Bhd’s minority shareholders may get an attractive buyout offer of 55 sen per share. The caveat, however, is that the offer would only materialise if its major shareholder and three others — who collectively own 39.44% of Ingenuity — all agree to sell to Ninetology Marketing Sdn Bhd within 14 days.
In reply to a stock exchange query yesterday, Ingenuity said Ninetology made an offer to purchase shares from Firstwide Success Sdn Bhd, Chin Boon Long, Landasan Simfoni Sdn Bhd and Titanium Hallmark Sdn Bhd. The offer was made in a letter from Ninetology director and CEO Sean Ng to Ingenuity’s company secretary.
Firstwide Success holds 18.13% in Ingenuity, Chin has a 12.11%. Landasan Simfoni has 4.69% and Titanium Hallmark owns 4.51%. The letter said the offer will not be valid if any of the parties do not accept. If all four parties accept the offer, Ninetology would have to undertake a mandatory general offer for the rest of the shares in Ingenuity which closed at 39.5 sen before its trading suspension in the afternoon session.
The price that Ninetology is offering to the four shareholders is 57% more than the 35 sen that was Ingenuity’s closing price on Tuesday. It is also 5.85 times Ingenuity’s unaudited net assets per share of 9.4 sen as at June 30.
Ninetology’s letter yesterday came a day after Ingenuity told Bursa Malaysia that none of its major shareholders was in discussion or had any intention to take over the company, denying a news report. The report stemmed from Ninetology’s invitation for a press conference today to announce its intent to take over Ingenuity.
Ninetology has a RM2 paid-up capital and is owned by Lim Boon Huay and Yap Kian Mun, who are both 39 years old, filings with the Companies Commission of Malaysia (CCM) showed. Directors of the company are Liu Fu, Shian Hwee Cheng, Beh Heng Thye and Ng Chee Heng. Listed as a land and property investment and investment holding company, it changed its name from Brightchip Sdn Bhd on April 13 this year.
Ninetology owns 39% of NineZTE Sdn Bhd, which has a paid-up capital of RM100. Ingenuity’s wholly-owned Ingens Sdn Bhd owns 51% of NineZTE while On Chee Seng has the remaining 10%, CCM filings showed. According to an Aug 15 announcement by Ingenuity on NineZTE’s appointment as sole local vendor for China-based ZTE Corp’s mobile devices in Malaysia, Ninetology has more than 2,400 dealers, 32 service centres and collection centres nationwide.
In yesterday’s statement, Ingenuity said the information on Ninetology as disclosed in its Aug 15 announcement was based solely on information provided from Ninetology and there has been no due diligence done on the accuracy or veracity of this information. Ingenuity, whose shares have spiked 618% year-to-date, has since March this year received at least three queries on unusual market activity.
This article appeared in The Edge Financial Daily on August 30, 2012.