献购价不会调整‧Ninetology：非敌意购灵通方案
（吉隆坡30日讯）有意以每股55仙向灵通方案（INGENS，0034，创业板科技组）4位大股东收购持股的Ninetology行销公司表示，这並非敌意收购，该公司是以“中立＂態度进行併购。
Ninetology行销公司首席执行员兼董事经理黄治宪指出，献议价格將不会更改或调整，一旦落实，將把灵通方案私有化。
黄治宪表示，若是以每股55仙全面收购灵通方案股票和凭单，预料需要耗资约3亿6千万令吉。
一旦该公司指定的4名大股东无条件接受有关献议，由於持股超过33%，该公司需要以相同价格，强制性全面收购其余尚未持有的股份。
询及它的收购计划的主要融资来源时，他表示已有足够资金，主要来自天使投资者，合作伙伴等，並且有一班諮询顾问队伍提供一切收购程序与建议，惟后者並不是来自投资银行，而融资也不是来自商业银行或金融机构，一切资金都是来自投资者。
询及该公司选择收购灵通方案的原因，他表示，灵通方案是马股中唯一能够提供该公司所寻找扩展的4个核心业务的公司，包括商业软件方案，系统整合及服务，科技通讯硬件及软件分销及服务，以及通讯產品及分销服务等4大领域。
放眼5至10年
成区域流动互联网供应商
黄治宪今日在新闻发佈会指出，该公司放眼未来5年至10年內，成为区域的流动互联网供应商，主要提供便宜可承担的流动互联网產品与服务。而通过收购行动，將加速该公司达到这项目標，也可发挥事半功倍的效果。
Ninetology行销有限公司是於今年3月成立，並於今年5月正式注册。
该公司有两名股东，包括该公司首席营运员马兴泰。而黄治宪则是公司业务的主要推动者。
该公司的核心业务是製造及供应流动电话，流动內容及商业方案给全国各地的二手销售商及代理商。
该公司股价今日一度涨升7.5仙至47仙的高峰，惟全天收市时，它反跌2.5仙，至37仙，全天成交量达到8千518万零900股，显示交投仍然活络。（星洲日报／財经）
Ninetology optimistic of buying Ingenuity by Sept
NINETOLOGY Marketing Sdn Bhd says it is optimistic of taking over ACE
Market-listed Ingenuity Solutions Bhd in a cash deal worth RM360 million
by September.
Chief executive and managing director, Sean Ng said Ninetology has secured "enough" financing from foreign investors for the acquisition, and to expand its business over the next five to ten years.
It is understood Ninetology has strong backing from cash-rich investors in China and Singapore.
Ninetology, incorporated in March this year, is a mobile device technology firm led by Ng and chief operations officer, Marco Beh, both formerly from Singapore's Spice-CSL Pte Ltd, which makes and sells mobile handsets and accessories.
Chief executive and managing director, Sean Ng said Ninetology has secured "enough" financing from foreign investors for the acquisition, and to expand its business over the next five to ten years.
It is understood Ninetology has strong backing from cash-rich investors in China and Singapore.
Ninetology, incorporated in March this year, is a mobile device technology firm led by Ng and chief operations officer, Marco Beh, both formerly from Singapore's Spice-CSL Pte Ltd, which makes and sells mobile handsets and accessories.
The company is offering to buy 39.44 per cent stake or 214.3 million
shares from major shareholder Chin Boon Long, Firstwide Success Sdn Bhd,
Landasan Simfoni Sdn Bhd and Titanium Hallmark Sdn Bhd at 55 sen per
share.
The offer stands for 14 days starting from Wednesday and will only be executed on the premise that all and not one or some of the above named persons accept the offer unconditionally. If the deal goes through, it would trigger a mandatory general offer to acquire all the remaining shares it does not already own in Ingenuity.
Ng said Ninetology intends to control 100 per cent of Ingenuity and maintained that the final offer for the company was 55 sen per share.
Year-to-date, Ingenuity's share price has increased from 6 sen to peak at 46.5 sen on August 23. The stock fell 2.5 sen yesterday to close at 37 sen.
"This is not a hostile takeover but a friendly approach. We are serious about buying Ingenuity and taking it private. We don't want a listed vehicle. We want value. We want control of Ingenuity," Ng said yesterday, at a media briefing.
Ingenuity is involved in business software solutions; system integration and services; IT hardware and software distribution and services; and telecommunication products and distribution services
Ng said Ninetology, whose brand is currently only present here, intends to ride on the value created by Ingenuity to bid for projects regionally and to become a leading mobile internet provider in Asia.
Ninetology has so far launched three smart phones here and it will be introducing new models in the affordable range from next month.
Over the next two years, it plans to penetrate Singapore, Indonesia, Cambodia, the Philippines, Thailand and Vietnam, Ng said.
Ninetology’s quirky way of announcing takeover plan paves the way for interesting AGM
IF I were a shareholder of Ingenuity Solutions Bhd, Sept 20 couldn't come soon enough. I would be so eager to go for the ACE Market company's AGM that day in Bukit Jalil, Kuala Lumpur.
It's not because of a chance to vote on a proposed change of name to Ingenuity Consolidated Bhd. Who cares about the difference between Solutions' and Consolidated' when the share price has gone from 12 sen on Aug 3 to a 12-month high of 51 sen on Aug 23? That's a 325% gain in three weeks.
On Thursday, it closed at 37 sen, no doubt after Ninetology Marketing Sdn Bhd had made public its plan to buy Ingenuity shares at 55 sen each, but only if and it is a big if four leading shareholders of Ingenuity first agree to sell all their shares at the same price.
Those four shareholders (Chin Boon Long, Firstwide Success Sdn Bhd, Landasan Simfoni Sdn Bhd and Titanium Hallmark Sdn Bhd) together own over 39% of Ingenuity's paid-up capital. Each of the quartet is a key factor in whether Ninetology will launch a general offer (GO) for the rest of the Ingenuity shares. A no from any of the four will evaporate any hope of a takeover. The offer to them ends on Sept 12.
So if I were an Ingenuity shareholder, I would want to be at the Sept 20 AGM because there are lots of questions and issues relating to the company that ought to be addressed. Sure, the directors and management are likely to point out that they are in no position to speak on some of these matters, but the meeting will be good place to get a discussion going, even if nobody there can provide definitive answers.
Every shareholder will probably have the same opening question: “Hey, what's going on?” It's natural to ask that, but don't expect a satisfactory explanation to such a broad question. Instead, try throwing around these questions and see what happens:
● When really should Ingenuity be notified about Ninetology's intent?
Being issued with two UMA (unusual market activity) queries from Bursa Malaysia within eight days one on Aug 15 and the other on Aug 22 is usually a sign that something is up with a listed company. Ingenuity issued identical replies to both queries, saying it doesn't know any possible reason for the large price increases and trading volumes other that two developments that had already been announced.
On Monday, media outlets received an invitation sent on behalf of Ninetology. Titled “ACE Market-listed Ingenuity Solutions targeted for reverse takeover?”, it informed that there would be a press conference in Shah Alam on Thursday to announce Ninetology's intent to take over Ingenuity. That led to news reports (including in StarBiz) that Ingenuity might be a GO target.
(In the invitation, Ninetology also committed an ethical no-no of promising a free tablet computer to every journalist attending the press conference so as “to showcase the quality of their new tablet yet to be released in the market”. This seemed to be an ill-advised tactic to maximise media coverage.)
When the stock exchange queried Ingenuity about the StarBiz article on Tuesday, the company said none of its directors and major shareholder “are in any discussion or have any intention whatsoever to take over the company”.
The next day, the company received Ninetology's letter through which it lays out its “restrictive offer” to buy the Ingenuity shares of Chin, Firstwide Success, Landasan Simfoni and Titanium Hallmark at 55 sen per share. In the corporate context, what is a restrictive offer anyway?
The trickle of information continued the next day, at Ninetology's press conference, where it revealed that if its offer to the four shareholders is accepted, it will be obliged to make a GO for the rest of the Ingenuity shares.
This is a highly unusual sequence for unveiling the possible takeover of a listed company. The Malaysian Code on Takeovers and Mergers and its practice notes talk about the conduct of persons who intend or are obliged to make a GO. Do these apply to Ninetology, which indicated an intent to take over Ingenuity as early as on Monday, via the invitation to its press conference?
Why did Ninetology relay this information to the editors but did not approach Ingenuity's board of directors at the same time or earlier? This brings us to the next question.
● Is Ninetology staging a hostile takeover?
It appears that Ninetology is bypassing Ingenuity's management and is going direct to the four shareholders to gain control of the listed company. To most people, that's a hostile takeover.
But there are a couple of things to bear in mind. Ninetology is no stranger to the Ingenuity management. On Aug 1, the two companies set up a joint-venture company called NineZTE Sdn Bhd, which was later appointed the sole vendor for ZTE mobile devices in Malaysia.
Photographs taken at the signing ceremony for the appointment on Aug 15, showing executives from Ninetology, Ingenuity and ZTE (the China telecommuncations giant) in a seemingly congenial mood, certainly did not foreshadow a hostile takeover.
Two of the four Ingenuity shareholders being courted by Ninetology are linked to Ingenuity directors. Chairman Datuk Feroz A S Moidunny has a direct interest in Firstwide Success. Until Aug 17, so did executive director Wong Hun Liang. Ingenuity's other executive director, Low Gah Luen, is a shareholder of Landasan Simfoni.
It's odd for Ninetology to ignore the Ingenuity board and management when making an all-or-nothing offer that can be thwarted by two influential directors. That doesn't at all look like a winning strategy.
● Why did Chin Boon Long sell down and come back within months?
If Chin, who's also the MD of 1Utopia Bhd (like Ingenuity, a technology-based ACE Market company), is at the AGM, it's an opportunity to ask him about his curious transactions in Ingenuity shares this year. He became a substantial shareholder when he bought 47.4 million shares (an 8.73% stake) on March 21. His shareholding dipped below 5% on April 2, when he disposed of 37.2 million shares in the open market.
Less than three months later, he picked up 33.3 million shares in the open market to re-emerge as a substantial shareholder. Based on the latest filing with Bursa Malaysia, he has a direct 12% stake in Ingenuity, while his indirect interest via Firstwide Success is 18%.
The offer stands for 14 days starting from Wednesday and will only be executed on the premise that all and not one or some of the above named persons accept the offer unconditionally. If the deal goes through, it would trigger a mandatory general offer to acquire all the remaining shares it does not already own in Ingenuity.
Ng said Ninetology intends to control 100 per cent of Ingenuity and maintained that the final offer for the company was 55 sen per share.
Year-to-date, Ingenuity's share price has increased from 6 sen to peak at 46.5 sen on August 23. The stock fell 2.5 sen yesterday to close at 37 sen.
"This is not a hostile takeover but a friendly approach. We are serious about buying Ingenuity and taking it private. We don't want a listed vehicle. We want value. We want control of Ingenuity," Ng said yesterday, at a media briefing.
Ingenuity is involved in business software solutions; system integration and services; IT hardware and software distribution and services; and telecommunication products and distribution services
Ng said Ninetology, whose brand is currently only present here, intends to ride on the value created by Ingenuity to bid for projects regionally and to become a leading mobile internet provider in Asia.
Ninetology has so far launched three smart phones here and it will be introducing new models in the affordable range from next month.
Over the next two years, it plans to penetrate Singapore, Indonesia, Cambodia, the Philippines, Thailand and Vietnam, Ng said.
Ninetology’s quirky way of announcing takeover plan paves the way for interesting AGM
IF I were a shareholder of Ingenuity Solutions Bhd, Sept 20 couldn't come soon enough. I would be so eager to go for the ACE Market company's AGM that day in Bukit Jalil, Kuala Lumpur.
It's not because of a chance to vote on a proposed change of name to Ingenuity Consolidated Bhd. Who cares about the difference between Solutions' and Consolidated' when the share price has gone from 12 sen on Aug 3 to a 12-month high of 51 sen on Aug 23? That's a 325% gain in three weeks.
On Thursday, it closed at 37 sen, no doubt after Ninetology Marketing Sdn Bhd had made public its plan to buy Ingenuity shares at 55 sen each, but only if and it is a big if four leading shareholders of Ingenuity first agree to sell all their shares at the same price.
Those four shareholders (Chin Boon Long, Firstwide Success Sdn Bhd, Landasan Simfoni Sdn Bhd and Titanium Hallmark Sdn Bhd) together own over 39% of Ingenuity's paid-up capital. Each of the quartet is a key factor in whether Ninetology will launch a general offer (GO) for the rest of the Ingenuity shares. A no from any of the four will evaporate any hope of a takeover. The offer to them ends on Sept 12.
So if I were an Ingenuity shareholder, I would want to be at the Sept 20 AGM because there are lots of questions and issues relating to the company that ought to be addressed. Sure, the directors and management are likely to point out that they are in no position to speak on some of these matters, but the meeting will be good place to get a discussion going, even if nobody there can provide definitive answers.
Every shareholder will probably have the same opening question: “Hey, what's going on?” It's natural to ask that, but don't expect a satisfactory explanation to such a broad question. Instead, try throwing around these questions and see what happens:
● When really should Ingenuity be notified about Ninetology's intent?
Being issued with two UMA (unusual market activity) queries from Bursa Malaysia within eight days one on Aug 15 and the other on Aug 22 is usually a sign that something is up with a listed company. Ingenuity issued identical replies to both queries, saying it doesn't know any possible reason for the large price increases and trading volumes other that two developments that had already been announced.
On Monday, media outlets received an invitation sent on behalf of Ninetology. Titled “ACE Market-listed Ingenuity Solutions targeted for reverse takeover?”, it informed that there would be a press conference in Shah Alam on Thursday to announce Ninetology's intent to take over Ingenuity. That led to news reports (including in StarBiz) that Ingenuity might be a GO target.
(In the invitation, Ninetology also committed an ethical no-no of promising a free tablet computer to every journalist attending the press conference so as “to showcase the quality of their new tablet yet to be released in the market”. This seemed to be an ill-advised tactic to maximise media coverage.)
When the stock exchange queried Ingenuity about the StarBiz article on Tuesday, the company said none of its directors and major shareholder “are in any discussion or have any intention whatsoever to take over the company”.
The next day, the company received Ninetology's letter through which it lays out its “restrictive offer” to buy the Ingenuity shares of Chin, Firstwide Success, Landasan Simfoni and Titanium Hallmark at 55 sen per share. In the corporate context, what is a restrictive offer anyway?
The trickle of information continued the next day, at Ninetology's press conference, where it revealed that if its offer to the four shareholders is accepted, it will be obliged to make a GO for the rest of the Ingenuity shares.
This is a highly unusual sequence for unveiling the possible takeover of a listed company. The Malaysian Code on Takeovers and Mergers and its practice notes talk about the conduct of persons who intend or are obliged to make a GO. Do these apply to Ninetology, which indicated an intent to take over Ingenuity as early as on Monday, via the invitation to its press conference?
Why did Ninetology relay this information to the editors but did not approach Ingenuity's board of directors at the same time or earlier? This brings us to the next question.
● Is Ninetology staging a hostile takeover?
It appears that Ninetology is bypassing Ingenuity's management and is going direct to the four shareholders to gain control of the listed company. To most people, that's a hostile takeover.
But there are a couple of things to bear in mind. Ninetology is no stranger to the Ingenuity management. On Aug 1, the two companies set up a joint-venture company called NineZTE Sdn Bhd, which was later appointed the sole vendor for ZTE mobile devices in Malaysia.
Photographs taken at the signing ceremony for the appointment on Aug 15, showing executives from Ninetology, Ingenuity and ZTE (the China telecommuncations giant) in a seemingly congenial mood, certainly did not foreshadow a hostile takeover.
Two of the four Ingenuity shareholders being courted by Ninetology are linked to Ingenuity directors. Chairman Datuk Feroz A S Moidunny has a direct interest in Firstwide Success. Until Aug 17, so did executive director Wong Hun Liang. Ingenuity's other executive director, Low Gah Luen, is a shareholder of Landasan Simfoni.
It's odd for Ninetology to ignore the Ingenuity board and management when making an all-or-nothing offer that can be thwarted by two influential directors. That doesn't at all look like a winning strategy.
● Why did Chin Boon Long sell down and come back within months?
If Chin, who's also the MD of 1Utopia Bhd (like Ingenuity, a technology-based ACE Market company), is at the AGM, it's an opportunity to ask him about his curious transactions in Ingenuity shares this year. He became a substantial shareholder when he bought 47.4 million shares (an 8.73% stake) on March 21. His shareholding dipped below 5% on April 2, when he disposed of 37.2 million shares in the open market.
Less than three months later, he picked up 33.3 million shares in the open market to re-emerge as a substantial shareholder. Based on the latest filing with Bursa Malaysia, he has a direct 12% stake in Ingenuity, while his indirect interest via Firstwide Success is 18%.
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