Advanced Systems Automation Limited Announces Major Acquisition Offer for ASTI Holdings Limited

Date: 16 January 2026

Key Highlights of the Announcement

• Advanced Systems Automation Limited (“ASA”) intends to make a voluntary conditional offer to acquire 100% of the issued and paid-up share capital of ASTI Holdings Limited (“ASTI”), excluding treasury shares and those already owned, controlled, or agreed to be acquired by ASA.
• This proposed acquisition constitutes a “Major Transaction” under the Singapore Exchange Catalist Rules and is subject to shareholder approval at an Extraordinary General Meeting (“EGM”).
• The offer consideration is two (2) new ASA shares for each ASTI share, with an issue price of S\$0.005 per new ASA share.
• If fully accepted, the transaction will see ASA issue 1,309,462,972 new shares, representing approximately 78.64% of ASA’s existing share capital and 44.02% of the enlarged share capital post-offer.

Details about ASTI Holdings Limited

• ASTI is a global leader in backend semiconductor tape and reel packaging and integrated circuit programming services, serving device manufacturers, contract manufacturers, and component distributors worldwide.
• Its operations are organized into two segments: Backend Equipment Solutions and Technologies (“BEST”) and Distribution and Services.
• As at 31 December 2024, ASTI’s book value and net tangible asset (NTA) value were S\$33.70 million. However, the group recorded a net loss after tax of S\$18.92 million in FY2024 but reported a net profit of S\$0.60 million for the nine months ended 30 September 2025.
• ASTI has 681,966,341 shares in issue, of which 27,234,855 are treasury shares.
• Trading in ASTI shares has been suspended since 5 July 2022, with a last traded price of S\$0.014, giving a pre-suspension market capitalization of approximately S\$9.2 million—significantly below its book value.

Rationale for the Offer

• Business Synergies: ASA and ASTI operate in complementary segments of the semiconductor and electronics supply chain, and the acquisition is expected to enhance ASA’s in-house capabilities, generate business synergies, improve operational efficiency, and potentially reduce costs.
• Value Enhancement: The current book value of ASTI exceeds its pre-suspension market capitalization by more than three times, indicating potential undervaluation. ASA trades at a premium to its book value, and management believes combining the two entities will unlock greater value for shareholders of both companies.
• Liquidity Solution for ASTI Shareholders: The offer gives minority shareholders of ASTI an opportunity to realize value from their otherwise illiquid and undervalued investment.

Key Terms and Conditions

• Pre-Conditions: The offer is contingent on several pre-conditions, including:
  • Resumption of trading in ASTI shares or SGX-ST approval of the share transfer if trading is not resumed.
  • SGX-ST approval-in-principle for the offer and the issuance of new ASA shares as consideration.
  • Shareholder approval at an EGM.
• Minimum Acceptance Condition: The offer will only proceed if ASA and its concert parties acquire at least 50% of the total number of ASTI shares (excluding treasury shares).
• Adjustment for Distributions: The share consideration will be adjusted downward if ASTI declares any distributions after the offer announcement date but before settlement.
• Potential Change of Control: ASA will seek shareholder approval for the potential transfer of controlling interest, should any ASTI shareholder receive enough ASA shares to exceed a 15% stake in the enlarged company.

Financial Impact of the Offer

• Pro Forma Loss per Share (LPS): For FY2024, ASA’s LPS would improve slightly from (1.33) cents to (1.30) cents post-acquisition, assuming full acceptance.
• Net Tangible Asset (NTA) per Share: ASA’s NTA per share would move from a negative (0.80) cents to a positive 1.23 cents after the acquisition.
• Relative Figures under Catalist Rules: The offer consideration and new shares to be issued represent approximately 78.64% of ASA’s market capitalization and existing share capital, respectively, making it a major transaction requiring shareholder approval.

Matters of Importance and Price Sensitivity

• The transaction, if completed, will fundamentally transform ASA’s business scale, balance sheet, and shareholder base, and could significantly affect its share valuation and market profile.
• There is no certainty that the offer will proceed, as it is subject to multiple regulatory and shareholder approvals, as well as the resumption of ASTI’s trading or alternate SGX-ST approvals.
• ASA will issue a circular and convene an EGM for shareholder approval, and further announcements will be made as material developments occur.
• Shareholders and potential investors are advised to exercise caution when trading ASA shares given the material nature of the proposed acquisition and its conditional status.

Directors’ and Substantial Shareholders’ Interests

• None of the directors or substantial shareholders of ASA have any direct or indirect interest in the offer, other than their interests as directors or shareholders of ASA.

Next Steps

• A circular with further details and a notice of EGM will be dispatched to shareholders in due course.
• An application will be made to the SGX-ST for the listing and quotation of the new shares to be issued as consideration.
• Shareholders should monitor company announcements for updates and consult professional advisers if in doubt.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation regarding any securities. All transactions described are subject to regulatory and shareholder approvals, and there is no assurance that the acquisition will proceed as described. Readers are strongly advised to conduct their own due diligence and consult their financial advisers before making any investment decisions.

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