KUALA LUMPUR (Nov 22): Offshore support vessel company Icon Offshore Bhd (KL:ICON) said on Friday it has signed definitive agreements for a slew of previously announced acquisitions worth over RM400 million.
The company has signed four share sale and purchase agreements with the sellers, including its largest shareholder Liannex Corporation, for 40 maritime assets that will more than double its fleet, Icon said in an exchange filing. The deals are expected to close by the first quarter of 2025.
“These acquisitions will provide Icon with significant opportunities to enter new geographical regions within Southeast Asia with untapped market potential, enabling it to enlarge its revenue streams and reduce risks related to geographical concentration,” the company said.
The agreements follow binding term sheets signed with the sellers in August which would have been terminated automatically if the parties involved do not sign definitive agreements within four months.
Assuming that the proposed acquisition had been effected on Jan 1, 2023, the additional assets would have led to Icon making RM44.72 million in profit after tax in the financial year ended Dec 31, 2023 (FY2023). In FY2023, Icon made RM4.86 million in net profits.
Acquisitions priced at RM429.1 million
Together, the acquisitions are priced at RM429.1 million, which would be paid by Icon with the issuance of 487 million shares at 88 sen apiece to the sellers.
The largest transaction involves Icon is acquiring Liannex Fleet Pte Ltd from Liannex Corp for RM182 million as well as 51% of ordinary shares in Yinson Power Marine Sdn Bhd for RM18 million from Lim Han Weng, the largest shareholder of Yinson Holdings Bhd (KL:YINSON).
With the addition of Liannex Fleet, Icon will own 36 marine vessels, comprising 17 steel tugboats, 17 steel barges — one of which is newly built — and two steel bulk carriers.
The 51% acquisition of Yinson Power Marine will give Icon three steel tugboats and three steel barges. Yinson Power Marine is a 49%-owned subsidiary of Liannex Fleet, which in turn is a wholly owned subsidiary of Liannex Corp, Icon’s largest shareholder.
Icon is also buying 70% of Regulus Offshore Sdn Bhd and 25 million non-convertible redeemable preference shares in the company from Yinson Offshore Services Sdn Bhd for RM136 million. Regulus Offshore owns two anchor handling tug and supply (AHTS) vessels as well as one platform supply vessel.
The acquisition also involves Yinson Camelia Sdn Bhd, which owns one AHTS vessel from Yinson Offshore for RM24 million.
Icon is also purchasing Yinson Port Ventures Pte Ltd (YPV) for RM16.9 million and Yinson Premier Ltd (YPL) for RM7 million, both from Yinson Capital Sdn Bhd, an investment holding company of Lim and his wife Bah Kim Lian.
Icon to gain stakes in ports
Through YPV, Icon will hold 40% equity interest in PTSC Phu My Port Joint Stock Company, which in turn holds 36% stake in Thi Vai General Port JSC. Both operate deep water ports in the Ba Ria-Vung Tau province in Southern Vietnam.
YPL, meanwhile, holds an effective equity interest of 51% in Yen Son Diversified Company Ltd, which operates two warehouses with conveyors within the vicinity of the port operated by PTSC Phu My Port for storage of agricultural commodities and products.
Icon is also acquiring 49% stake in Icon Bahtera (B) Sdn Bhd and 3.01 million non-convertible redeemable preference shares in the Bruneian company from Zell Transportation Sdn Bhd for RM33.7 million from Siti Nurul Hameezah Awang and Siti Salina Masri.
The group is also acquiring a 15% stake in Icon Waja (L) Inc from Zell Transportation for a purchase consideration of RM9.8 million. Icon Bahtera and Icon Waja each own one accommodation workboat.
Once the deals are done, Lim’s shareholding in Icon will rise to nearly 70% from about 57% as of Oct 18 while Ekuiti Nasional Bhd’s stake in Icon will be diluted to 2.82% from 5.02% without taking into account the outstanding warrants and employees share option scheme.