Intouch Holdings Public Company Limited (INTUCH) stated that the Independent Financial Advisor has the opinion that the shareholders could consider accepting the Tender Offer because the fair value of the company with Sum-of-the-parts Approach (SOTP) and Volume Weighted Average Price (VWAP) is appropriate because it is reflected the future operational results under reasonable business plan and rational assumption.
In conclusion, IFA stated that the fair value of INTUCH’s securities ranges between THB55.60–69.91 per share, in which Tender Offer Price of THB 65.00 per share is in such range and deemed appropriate.
The opinion was in pursuant to the company received a copy of the Conditional Voluntary Tender Offer to Buy All Securities of INTUCH (Form 247-4) dated on 28 June 2021 from Gulf Energy Development Public Company Limited (GULF) of not more than 2,599,720,233 shares or equivalent to 81.07% of total issued and paid-up shares of the company at the Tender Offer Price at 65.00 per share which equivalent to THB 168,981,815,145.
However, Advanced Info Service Public Company Limited (ADVANC) stated that its Independent Financial Advisor has the opinion that the shareholders should reject the Tender Offer by the Offer or because the fair value, evaluated using Discounted Cash Flow Approach (DCF), is not appropriate.
The IFA found that the fair value of the company’s securities ranges between THB214.00-234.00 per share, in which Tender Offer Price of THB120.93 per share, is lower than the fair value of the company.
Moreover, by considering not only Discounted Cash Flow Approach – DCF, the IFA also considers market price of the company using Volume Weighted Average Price – VWAP for historical trading period of 7 – 360 working days from 28 June 2021.
The IFA found that the VWAP ranged between THB 168.66 – 185.45 per share, which was higher than the Tender Offer Price of THB 120.93 per share. Therefore, the shareholder should reject the Tender Offer.
This Tender Offer of ADVANC’s ordinary shares is in accordance with the rules on acquiring a significant level of control over a juristic person, which is Intouch Holdings Public Company Limited (INTUCH), whereas the Offeror has an intention to invest in all ordinary shares in INTUCH including investment through the voluntary tender offer for securities of INTUCH (the Tender Offer for Securities of INTUCH).
In the case that the Tender Offer for Securities of INTUCH results in GULF holding 50.00% or more of total voting rights in INTUCH, GULF will be deemed to have acquired a significant control in INTUCH, a juristic person that holds 40.45% of total issued and paid-up shares of the company in accordance with the rules on acquiring a significant degree of control over a juristic person with an existing shareholding in the business (Chain Principle), which results in the Offeror being obligated to make tender offers for all securities of the company in accordance with the Chain Principle on the same business day of launch of the Tender Offer of INTUCH.