KUALA LUMPUR (Sept 18): Deleum Bhd (KL:DELEUM) has terminated its proposed acquisition of oilfield service assets and business from Thailand-based MPC Future Co Ltd, citing the non-fulfilment of key conditions precedent outlined in the sale and purchase agreement (SPA).
Deleum first announced in June its plan to acquire MPC Future for RM60 million via a mix of cash and share issuance in its subsidiary, Deleum Oilfield Solutions (Thailand) Co Ltd (DOST). The transaction would have resulted in MPC Future holding a 48.34% stake in DOST, with Deleum retaining 49.93%. The remaining 1.73% would be held by Suthee Chivaphongse, a director and major shareholder of DOST.
Deleum had described the acquisition as a strategic move to broaden its portfolio and service capabilities in Thailand, leveraging MPC’s operational expertise, facilities, and market presence.
According to Deleum’s latest filing with Bursa Malaysia, the conditions precedent not met by the walk-away date for the agreement included: the execution of novation agreements by MPC, DOST and relevant contract parties for the transfer of existing contracts; written confirmation from MPC's lenders that all outstanding debts on the targets assets were fully paid off, with all security interests released; and written consent from MPC’s other financiers for the deal to proceed.
Consequently, DOST issued a formal notice to MPC on Thursday, Sept 18, to terminate the SPA. Hence, the planned acquisition and related share subscription will not proceed. No financial impact is expected from the termination, Deleum said.
Shares in Deleum closed unchanged at RM1.39 on Thursday, valuing the group at RM558.16 million.