In a significant move within the corporate landscape, Hanwha Ocean SG Holdings Pte. Ltd. has announced its intention to acquire all outstanding ordinary shares of Dyna-Mac Holdings Ltd. This follows the initial offer made on 2 October 2024, which has evolved in both strategy and financial terms, potentially impacting shareholder decisions and the market environment.
Initially, Hanwha Ocean SG Holdings, referred to as the “transferee,” offered an acquisition price of S\$0.60 in cash per share to the shareholders of Dyna-Mac Holdings, known as the “transferor company”. This offer was later revised on 14 October 2024 to S\$0.67 per share, reflecting an increase that may influence shareholder acceptance rates.
By 19 November 2024, the transferee’s offer had been approved by holders of over 90% of the shares, excluding those already owned by the transferee or related parties, and any shares issued post-offer under Section 215(1C) of the Companies Act. This approval level is crucial as it enables the transferee to proceed with acquiring the remaining shares under Section 215 of the Companies Act.
Shareholders still holding shares have been notified of their rights under the Companies Act. Particularly, they can demand a list of other dissenting shareholders within one month of the notice, which was dated 2 December 2024. This demand can affect the timeline of acquisition, as the transferee must wait 14 days post-supply of this list before proceeding with acquisitions.
Should dissenting shareholders wish to contest the acquisition, they must apply to the General Division of the High Court by 2 January 2025, or within 14 days of receiving the dissenting shareholders’ list, whichever is later. This legal timeframe adds an element of potential delay and uncertainty to the proceedings.
The outcome of these proceedings and the level of shareholder dissent could significantly impact the share value of Dyna-Mac Holdings Ltd., as market perceptions adjust to the acquisition’s completion or any potential hurdles encountered.
