This article first appeared in The Edge Financial Daily, on March 30, 2016.

KUALA LUMPUR: Voir Holdings Bhd said its holding company, Marvellous Future Sdn Bhd, has accepted Vista Lestari Development Sdn Bhd’s offer to acquire a 50.71% stake in the fashion retailer and 33.47 million warrants for RM36.48 million cash or 50 sen per share and nine sen per warrant.

Following completion of the transaction, Vista Lestari will be the majority shareholder of Voir and will make a mandatory general offer (MGO) to all shareholders of Voir at the same price.

In a filing with Bursa Malaysia yesterday, Voir said Vista Lestari has signed a conditional sale and purchase agreement with Marvellous Future to acquire 66.93 million Voir shares and 33.47 million warrants for 50 sen per share and nine sen per warrant.

The offer prices are at steep discounts to their closing prices yesterday, where Voir shares closed 1.5 sen or 1.99% higher at 77 sen per share, bringing a market capitalisation of RM101.64 million. Its warrants closed unchanged at 27.5 sen apiece.

Voir said it is the intention of Vista Lestari to maintain the listing status of Voir on the Main Market of Bursa Malaysia.

On March 1, Voir announced that Marvellous Future had taken up the offer to sell its entire 50.71% shareholding in Voir, as well as all of its warrants amounting to 55.78% to Vista Lestari.

“Datuk Zarul Ahmad Mohd Zulkifli is the ultimate offeror for the proposed MGO, being the chairman and a major shareholder of Vista Lestari,” said Voir. Zarul is also chairman of Consortium Zenith BUCG Sdn Bhd, the main contractor for the controversial RM6.3 billion undersea tunnel project in Penang.

According to Voir, the persons acting in concert with Vista Lestari for the purpose of the proposed MGO are Vista Lestari director and substantial shareholder Zarul Ikhwan Zarul Ahmad, director and substantial shareholder Mohd Asfirdaus Asri, and Datuk Lee Chee Hoe, being a guarantor for the financing of the proposed acquisition.

Lee is also a director of Zenith Construction Sdn Bhd, Consortium Zenith BUCG and Zenith PMC Sdn Bhd, which are the subsidiaries of Vista Lestari.

On March 14, The Edge weekly reported that if all goes according to plan, the takeover of Voir will be completed by May this year.

The Edge noted that Voir’s earnings have taken a beating in recent years. Net profit has been on a steady decline since 2010. In the financial year ended Dec 31, 2015, Voir’s net loss widened to RM4.42 million from RM1.26 million the previous year, while revenue slipped to RM160.7 million from RM172.79 million.