KUALA LUMPUR (Aug 3): Press Metal Aluminium Holdings Bhd (KL:PMETAL) said it is buying its controlling shareholders’, the Koon family, 35.6% stake in listed associate PMB Technology Bhd (KL:PMBTECH) for RM464.95 million in cash.

The deal will raise Press Metal’s stake in PMB Tech from 23.2% to 58.8%, crossing the mandatory takeover offer (MO) threshold.

However, no MO will be required as Press Metal and persons acting in concert have obtained an exemption from the Securities Commission Malaysia (SC) on July 23, according to a bourse filing on Monday.

Press Metal said the proposed acquisition is part of the group’s repositioning of its operations and optimisation of its resources towards higher-margin activities, particularly silicon-aluminium alloy smelting.

The deal for the Koon family’s stake in PMB Tech values the shares at 70 sen apiece, which is at a discount to both its latest audited and unaudited net assets per share of 72 sen and 73 sen respectively. 

PMB Tech shares last traded at RM1.78 per share, giving the company a market capitalisation of RM3.37 billion.

On the SC's exemption on an MO, it was granted premised on the ultimate controlling shareholders, namely Press Metal CEO Tan Sri Koon Poh Keong and persons acting in concert, and collective shareholdings in Press Metal and PMB Tech will remain unchanged with the acquisition.

Poh Keong and persons acting in concert hold 51.3% of voting shares in Press Metal, the group noted. Together with Press Metal's stake, Poh Keong and persons acting in concert hold 59.1% of voting shares in PMB Tech. 

“Press Metal intends to capitalise on PMB Tech’s current set-up, including its secured power supply, to produce silicon-aluminium alloy products and further expand the group’s silicon-aluminium alloy smelting capacity, hence pivoting the group’s operations from silicon metal manufacturing to silicon-aluminium alloy smelting,” the group said.

The acquisition will be funded via internally generated funds. It is subject to PMB Tech board approval, Press Metal non-interested shareholders' approval, as well as requisite regulatory and third-party consents if required.

The 35.6% stake comprises 2.4% from Poh Keong, 14% from Press Metal executive vice chairman Datuk Koon Poh Ming, and from its executive directors Datuk Koon Poh Tat (5.3%), Koon Poh Weng (12.3%) and Datuk Koon Poh Kong (1.6%).

Conditional share sale agreements were inked between Press Metal and the Koon family members.

Shares of Press Metal ended one sen or 0.13% lower at RM7.95, valuing the group at RM65.5 billion.