Bangkok--5 Oct--Ogilvy Public Relations
5 baht per share offer considered appropriate by the independent financial advisor
Tender offer will end by Oct 10thTendered shares will receive cash on Oct 13thTender offer must obtain at least 23.46% acceptance level of the total issued and paid-up shares to be successfulIFA and the board unanimously recommended shareholders to tender their sharesBANGKOK, October 4, 2016 – Morgan Stanley Private Equity Asia, the private equity group of Morgan Stanley, today announced positive preliminary results of the tender offer made by North Haven Private Equity Asia Angel Company Limited(the "Offeror") for DSG International (Thailand) Plc ("DSGT") shares, with acceptance approaching the required level of 23.46%to render the tender offer effective."
The Offeror submitted the tender offer (the "Tender Offer") on September 5, 2016 for the securities of DSGT to the Securities and Exchange Commission. Based on the independent financial advisor report prepared by Discover Management Co., Ltd. (the "IFA"), the 5 baht per share offer price is higher than the price range appraised by the IFA, and the Board of DSGT unanimously decided that the shareholders should accept the Tender Offer.
The Offeror is an entity wholly-owned and incorporated, for the purposes of the Tender Offer, by North Haven Private Equity Asia IV, L.P. ("NHPEA IV L.P."). NHPEA IV L.P. – formerly known as "Morgan Stanley Private Equity Asia IV, L.P.". It is a US$ 1.7 billion closed-end private equity fund managed by Morgan Stanley that is dedicated to making investments in Asia.NHPEA IV L.P. is managed and controlled by a general partner that is a 100% owned and controlled subsidiary of Morgan Stanley, a listed company on the New York Stock Exchange. NHPEA IV L.P. is the fourth vintage Asia focused private equity fund managed by Morgan Stanley and the funds have been investing in the region for over 20 years. Currently, the Morgan Stanley Asia private equity business has offices in various cities including Hong Kong, Beijing, Shanghai, Seoul, Mumbai and Tokyo. The investment team has managed numerous Asia funds and these funds have made investments in different sectors including consumer (including in mother and baby care segment), retail, financial and healthcare services, in both listed firms and private non-listed firms.
The Offeror has indicated in the tender document Form 247-4 and the amendments that it intends to hold no less than 295,613,636 shares or 23.46% of the total issued and paid-up shares of DSGT (1,259,999,795 shares). The offer period runs from September 6 to October 10, 2016.
Kingsley Chan, Managing Director of Morgan Stanley Private Equity Asia, said: "We are pleased to see strong pick-up in the level of tender acceptances as we approach the end of the offer period. We believe this further validates the attractiveness of our offer, and we encourage remaining public shareholders not to miss out on this opportunity to sell at the 5-baht per share offer which represents a high premium compared to the previous 18 tender offers in Thailand. As the tender offer period will end on October 10, 2016, this, we believe, is a good opportunity for shareholders to get an all-cash offer at an attractive premium to the market."
Upon the success of the tender offer, the Offeror will become a shareholder of DSGT by holding not less than 23.46% of total issued and paid-up shares of DSGT, and has the intention to propose to the board of directors of DSGT to delist the company within 12 months from the closing of the tender offer. The plan is subject to approval of the board of directors and shareholders of DSGT.
The voluntary tender offer is subject to the condition that the Offeror shall cancel the tender offer if at the end of the tender offer period shareholders who accept the offer hold less than 23.46% of the total issued and paid-up shares of DSGT.