Dynasty Ceramic Public Company Limited made a tender offer to acquire remaining 93.84% stake in The Royal Ceramic Industry Public Company Limited for THB 2.3 billion.
August 27, 2019
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Dynasty Ceramic Public Company Limited (SET:DCC) made a tender offer to acquire remaining 93.84% stake in The Royal Ceramic Industry Public Company Limited (SET:RCI) for THB 2.3 billion on August 28, 2019. Dynasty Ceramic will acquire 579 million shares at THB 4 each in cash. The offer price may be varied if Royal Ceramic announces its dividend payment before the offer for all the securities takes place. Dynasty Ceramic currently owns 6.16% stake in Royal Ceramic and will own 100% stake on completion. In the event that Dynasty Ceramic acquires Royal Ceramic shares from offer for all the securities in the amount exceeding 90% of all the issued and paid-up shares, it may proceed with delisting securities of Royal Ceramic from being the listed securities in the Stock Exchange of Thailand. The transaction will be funded from loans from financial institutions and working capital. As of October 25, 2019, transaction will be funded through the financing provided by Kasikorn Bank Public Company Limited of THB 2.3 billion. On completion, Royal Ceramic will become a subsidiary of Dynasty Ceramic.
The transaction is subject to approval from the Board of Directors and/or the shareholders' meeting of Dynasty Ceramic. Dynasty Ceramic will convene a shareholders' meeting on October 15, 2019 to approve the transaction and appointment of Jay Capital Advisory Co., Ltd. as the financial advisor. The Board of Directors of Dynasty Ceramic approved the transaction on August 28, 2019. As of October 28, 2019, offer period will commence from October 18, 2019 to November 22, 2019. As of November 4, 2019, the board of The Royal Ceramic Industry Public Company Limited recommended that the shareholders should reject the offer. Jay Capital Advisory Co., Ltd. acted as the financial advisor to Dynasty Ceramic. Finansia Syrus Securities Public Company Limited acted offer agent to Dynasty Ceramic Public Company Limited. Silom Advisory Company Limited acted as the independent financial advisor to the shareholders of The Royal Ceramic Industry Public Company Limited.
Dynasty Ceramic Public Company Limited is a Thailand-based company, which is principally engaged in the manufacturing and selling of ceramic wall and floor tiles, together with space rental and providing utilities service. The Company purchases the ceramic floor, wall and Tile grout from Tile Top Industry Public Co., Ltd., which is a subsidiary of the Company. The Company also purchases the ceramic floor and wall from The Royal Ceramic Industry Public Co., Ltd., which is a subsidiary of the Company. The Company orders other related products, such as Tile grout, Tile adhesive, Corner-trim for sale. The ceramic tiles produced by the Company and its subsidiaries comprise under the trademark Dynasty, Tile Top, Jaguar, Value, Mustang, Chicken, Birdie, Ducky, Swan, M, Cosmo and RCI. It distributes tiles through outlets, more than 200 outlets, which are its outlets. It owns one factory and other three factories of subsidiary company is located in Nong Khae district, Saraburi province.
Dynasty Ceramic Public Company Limited made a tender offer to acquire remaining 93.84% stake in The Royal Ceramic Industry Public Company Limited for THB 2.3 billion.