In today’s briefing:
- Cascading Takeunders for INTUCH, ADVANC, and THCOM as GULF TB Seeks To “Restructure”
- GULF-INTUCH Amalgamation
- Gulf (GULF TB)/Intouch (INTUCH TB) Merger and ADVANC/THCOM VTOs
- GULF/INTUCH Merger & ADVANC/THCOM VTO’s
Cascading Takeunders for INTUCH, ADVANC, and THCOM as GULF TB Seeks To “Restructure”
- Last night, the Board of Intouch Holdings (INTUCH TB) announced an amalgamation with Gulf Energy Development (GULF TB) and Tender Offers for Advanced Info Service (ADVANC TB) (at THB 216.30)
- And Thaicom Pcl (THCOM TB) (THB 11.00) shares. This is really big news. It appears to try to cap years of re-arrangement of the capital structure. It’s complicated.
- But it is not fair. INTUCH shareholders lose 22% of earnings value per investment value in 2024. 20% in 2025. But, there may be a way to block it…
GULF-INTUCH Amalgamation
- The amalgamation will entail the ratios for allocations of shares in the NewCo to the shareholders of GULF and INTUCH as detailed below.
- The amalgamation process and the establishment of the NewCo are expected to be completed in 2Q25.
- The restructuring is aimed at reducing duplication in the shareholding structure and facilitating growth opportunities in the energy, infrastructure, and digital businesses.
Gulf (GULF TB)/Intouch (INTUCH TB) Merger and ADVANC/THCOM VTOs
- Intouch Holdings (INTUCH TB) and Gulf Energy Development (GULF TB) announced restructuring transactions to merge into NewCo and VTOs for Advanced Info Service (ADVANC TB) and Thaicom Pcl (THCOM TB).
- Shareholders will receive 1.69335 NewCo shares per Intouch share (excluding shares held by Gulf) and 1.02974 NewCo shares per Gulf share.
- The key conditions are shareholder approvals, completion of VTOs and purchase of dissenting shares. The transaction is long-dated and expected to be completed in 2Q25.
GULF/INTUCH Merger & ADVANC/THCOM VTO’s
- In 2021, Gulf Energy Development (GULF TB) made an offer to acquire all Intouch Holdings (INTUCH TB) shares at THB65/share. Singtel (ST SP) did not tender their then 21% stake.
- Now Gulf Energy Development (GULF) and Intouch Holdings (INTUCH) are looking to merge and that will result in VTO’s for Advanced Info Service (ADVANC TB) and Thaicom Pcl (THCOM TB).
- The merger will result in an inclusion to the SET 50 Index in the first quarter of 2025. There is the December rebalance before that.
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