[Details of ACT's buyout of GSS.]
Thursday March 16, 12:48 am Eastern Time
GSS Array details ACT tender offer
BANGKOK, March 16 (Reuters) - Thai integrated circuit
manufacturer GSS Array Plc gave details on Thursday of a
planned takeover by U.S.-based ACT Manufacturing Inc
(NasdaqNM:ACTM - news).
GSS Array said in a statement ACT would make its previously
announced general tender offer for all shares in GSS at 163
baht each as soon as the Stock Exchange of Thailand (SET)
approved GSS's plans to delist.
It expected the deal to be completed by August.
``Immediately following notification of in-principle approval
from the SET of GSS Array's application to delist the
ordinary shares (expected to be in April or May 2000), ACT
will launch a tender offer for all the issued shares and
outstanding options of GSS Array,' it said.
Under a pre-tender agreement, certain directors of GSS had
agreed to sell their shares to ACT even in the event of a
higher competing offer being made by other investors.
It said holders of 900,000 GSS share options had the right to
exercise buy GSS stock 40 baht a share. ACT said it would
offer these option holders the right to give up their options
but the offer price would be net of the exercise price.
ACT bought a loss-making unit of GSS Array in San Jose,
California, for about $13 million in cash late last year.
GSS shares were suspended on Thursday. They last traded on
Wednesday at 85.5 baht.
=============================================================
Thursday March 16, 6:33 am Eastern Time
FOCUS-GSS Array sees ACT deal in Aug
By Umesh Pandey
BANGKOK, March 16 (Reuters) - U.S.-based ACT Manufacturing
Inc. (NasdaqNM:ACTM - news) has offered 163 baht ($4.29) each
for all 21.11 million shares in Thai electronics firm GSS
Array, GSS said on Thursday.
It said the proposed sale was likely to be concluded in
August provided 75 percent of shareholders gave their
approval at an extraordinary meeting in April to a proposal
to delist the company from the Bangkok Stock Exchange.
ACT is a Nasdaq-listed electronics manufacturer with
operations in Ireland, Mexico and the United States. It
bought a loss-making unit of GSS Array in San Jose,
California, for about $13 million in cash late last year.
GSS said the partnership with ACT would help increase its
production capacity and profitability.
``We expect we would be able to attract more business as we
would be financially strong and we hope to be running at full
capacity after the merger,' said James Menges, GSS president.
GSS was currently running at 50-60 percent capacity, he said,
adding that ACT would help bring it more business.
Thomas Epstein, managing director and chairman of GSS told
reporters GSS has long-term debt worth $36 million and the
company shareholders equity value was worth 351 million baht.
GSS had debt to equity ratio of 7.7:1.
``They (ACT) are willing to pay nearly 10 time the book value
of the company,' he said when asked if ACT's price was fair.
GSS management has pledged to sell its portion of the company
stake of about 23 percent to ACT Mfg even if there were other
competitive bidders for it.
The company has named Jardine Fleming Thanakom Securities and
BNP Prime Peregrine Securities as its financial advisers.
GSS shares have rocketed 123.53 percent since the start of
this year on speculation that it may be involved in a deal
with a local or foreign partner..
Its shares were suspended on Thursday by the Thai bourse
which said it was giving time to digest news concerning the
company.
GSS released its first quarter earnings on Thursday, showing
a profit of 49.52 million baht against a net loss of 217.39
million in the same year ago period.
($1 equals 37.99 Thai Baht) |
