The share price of COL Public Company Limited (COL) as of 11:21 local time in Thailand increased ฿2.30/share or 14.02% to trade at ฿18.70/share with a trading value of 241 million baht after the announcement of a tender offer by CRC at ฿19/share.
Central Retail Corporation Public Company Limited (CRC) announced that the Board of Directors’ Meeting held on September 14, 2020 resolved to approve the acquisition of the business of COL Public Company Limited (COL), which engages in the retail business of stationeries, office equipment, books, entertainment media, and lifestyle products under its retail banners, such as “Office Mate” and “B2S”, by PBHD Limited (the Tender Offer), which is a subsidiary of the company, by means of a tender offer for all securities of COL to delist such securities from the Stock Exchange of Thailand (SET) at an offering price of THB 19.00 per share, totaling THB 12,160 million. CRC expects that the process of the Tender Offer and the delisting of COL’s securities from the SET will be completed within the first quarter of 2021.
The proposed transaction will allow the company’s retail business to be more comprehensive, which is in line with the company’s strategy to be the leading multi-format, multicategory retailing platform in Thailand and overseas through inorganic growth.
The acquisition of COL’s business will enable CRC to extend its retail business and merchandise offerings to include specialty stores that offer stationery, office equipment, books, entertainment media, and lifestyle products, which currently may comprise a small portion in comparison to the company’s total offerings, but also have potential for growth in the future, under the retail banners “Office Mate” and “B2S” and enjoy the leadership position in such business immediately on account of COL’s various retailing platforms, including its off-line and online stores as well as its strong sales through its call center.
In addition, in order to increase the chance of success for the Tender Offer, the Board of Directors’ Meeting has resolved to approve the entry into the Memorandum of Understanding for the Acquisition of the Business of COL with HOLD COL Co., Ltd. (Hold COL) and Mr. Worawoot Ounjai where such parties have agreed to accept the Tender Offer by selling their respective shares in COL as of the date of the MOU as well as any future shares they may acquire after the date of the MOU (if any) and to facilitate and undertake any actions necessary for the completion of the Tender Offer and the delisting of COL’s shares from the SET.
As of the date of the MOU, Hold COL held 35.27% and Mr. Worawoot Ounjai held 9.00% where Mr. Worawoot Ounjai further agreed to arrange for other shareholders to sell their 12,000,000 shares or equivalent to 1.87% as well as any future shares they may acquire after the date of the MOU (if any) in the Tender Offer.
In this regard, the Tender Offer will commence after the completion of certain conditions precedent, i.e. (1) the shareholders’ meeting of COL approves the delisting of COL’s securities from the SET with the votes of not less than three-fourths of the total issued shares of COL where the shares held by the shareholders of COL who object to the delisting must not exceed 10 percent of the total issued shares of COL and (2) the SET approves such delisting.