Suncity and Sunway Merge

SUNWAY CITY BERHAD
Stock Name	:	SUNCITY
Date Announced	:	24/11/2010

Type	:	Announcement
Subject	:	SUNWAY CITY BERHAD (“SUNCITY” OR “COMPANY”) OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES OF SUNCITY (“OFFER”)
Contents	:	Reference is made to the announcement by SunCity dated 23 November 2010. On behalf of the Board of Directors of SunCity (“Board”), CIMB Investment Bank Berhad and RHB Investment Bank Berhad wish to announce that the Board has today, received a letter from Sunway Sdn Bhd (formerly known as Alpha Sunrise Sdn Bhd) (“Newco”), which sets out Newco’s offer to acquire all of the business and undertaking of SunCity as carried on by SunCity as at the date hereof, including all Assets and Liabilities of SunCity as at Completion (“SunCity Business”) at an aggregate purchase consideration (“Offer Price”): (i) equivalent to RM5.10 per ordinary share of RM1.00 each in SunCity (“SunCity Share”) multiplied by the total outstanding SunCity Shares (less treasury shares, if any) at a date to be determined later; (ii) equivalent to the Black-Scholes valuation based on RM5.10 per SunCity Share and calculated by applying all the relevant variables as at 22 November 2010 for the options issued under SunCity’s employees’ share option scheme (“ESOS options”), multiplied by the total outstanding number of ESOS options issued (for every issue of the ESOS options, batched by their respective conversion prices). The Black-Sholes values for the ESOS options range from RM0.96 to RM4.10 per ESOS option (subject to the respective conversion price of the options); and (iii) equivalent to the Black-Scholes valuation based on RM5.10 per SunCity Share and calculated by applying all the relevant variables as at 22 November 2010, being RM1.29 per warrant of SunCity (“Warrant”), multiplied by the total outstanding number of Warrants in issue at a date to be determined later. Further details of the Offer are set out in the said letter and a copy of the said letter is attached herewith. The Offer is a related party transaction pursuant to Chapter 10 of the Listing Requirements of Bursa Malaysia Securities Berhad. Therefore, the Offer will only be deliberated by the non-interested directors of SunCity. The interested directors of SunCity will abstain and will continue to abstain from deliberations and voting at the relevant Board meetings of SunCity in respect of the Offer. An independent adviser will also be appointed to advise the non-interested directors and non-interested shareholders of SunCity. The Board will deliberate on the said letter and decide on the next course of action. Accordingly, a further announcement will be made in due course. This announcement is dated 24 November 2010.

Offer letter (SunC).pdf

Offer letter 的英文看到歪歪眼睛大大，就只捉到Sunway Sdn Bhd (formerly known as Alpha Sunrise Sdn Bhd) (“Newco”)出价RM5.10收购 Suncity。

其余资料还是参考老虎大大short point更快。


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