KUALA LUMPUR (July 21): The board of Ajinomoto (Malaysia) Bhd (KL:AJI) has decided to table a proposal by its controlling shareholder, Ajinomoto Co Inc, to privatise the company through a selective capital reduction and repayment (SCR) exercise, offering shareholders RM20 cash per share.
In a bourse filing on Tuesday, Ajinomoto Malaysia said the board came to the decision after a review of the proposal and after considering advice from the independent adviser.
Ajinomoto Malaysia, which is primarily known for food seasonings, particularly monosodium glutamate (MSG), has accepted the privatisation offer and has resolved to table the proposed SCR exercise to disinterested shareholders for their consideration and approval in the extraordinary general meeting (EGM).
Maybank Investment Bank Bhd was appointed as the principal adviser to Ajinomoto Malaysia for the proposed SCR while RHB Investment Bank Bhd was appointed as the independent adviser to provide its views, recommendations and advice to the board and shareholders who are not involved in the proposal.
The proposal was first announced on June 22, in which Ajinomoto Co will pay RM603.4 million to acquire and cancel the 30.17 million shares, or 49.62% equity, held by minority shareholders through the SCR exercise.
As at July 10, Ajinomoto Malaysia had an issued share capital of RM65.1 million comprising 60.8 million shares.
Upon completion, Ajinomoto Co's existing 50.38% stake in the company will rise to 100%, making Ajinomoto Malaysia its wholly owned subsidiary and paving the way for the company's delisting from Bursa Malaysia.
The proposal requires the approval of at least 75% of votes cast by disinterested shareholders at a meeting, with votes against the resolution not exceeding 10% of the voting rights held by disinterested shareholders.
The proposal is subject to an order granted by the High Court and any required consents from financiers, third parties and regulators, where applicable.
The proposed SCR is expected to be completed in the first quarter of 2027.
Ajinomoto Malaysia's shares surged 25% to RM19 on June 23, the first trading day after the privatisation proposal was announced.
The stock closed at RM18.90 on Tuesday, giving the company a market capitalisation of RM1.15 billion.