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1. Introduction
The Board of Directors of D & O Ventures Berhad (“D&O” or “the Company”) is pleased to announce that Omega Semiconductor Sdn Bhd (“Omega”), a wholly-owned subsidiary, had on 31 December 2008 acquired from Lim Soo Kiow an additional 7.67% equity interest represented by 3,400,000 ordinary shares of RM1.00 each in Dominant Semiconductors Sdn Bhd (“Dominant”) for the total cash consideration of RM6.8 million (“the Acquisition”).
Arising from the Acquisition, Omega holds 57.34% equity interest in Dominant represented by 25,400,000 ordinary shares of RM1.00 each. Dominant therefore became a subsidiary of D&O on 31 December 2008.
2. Basis of Consideration
The purchase price was arrived at on a willing-seller willing-buyer basis after taking into consideration of the net asset value of Dominant as per its audited accounts as at 31 December 2007 was approximately at RM2.2 per share.
3. Information of Dominant
Dominant is principally involved in the design, development, assembly and testing of opto-semiconductor products. The main product manufactured by Dominant is surface-mount light emitting diodes (LEDs) which is widely used in handphones, automotive lightings, outdoor display boards, traffic lights and general lighting.
Prior to the Acquisition, Omega was the single largest shareholder holding 49.66% equity interest in Dominant.
4. Rationale
The Acquisition will result in Dominant becoming a subsidiary of D&O Group. The Board is of the view that the long term prospects of the global LEDs industry is bright despite the current slow down. The Acquisition will result in the D&O Group having a greater control over the management and the future directions of Dominant.
5. Financial Effects
The Acquisition is not expected to have any material effect on the net assets per share and earnings per share of D&O Group for the financial year ending 31 December 2008.
The Acquisition will have no effect on the share capital of D&O and Dominant will become subsidiary of D&O Group as at 31 December 2008.
6. Directors’ and Major Shareholder’ Interest
None of the directors or substantial shareholders of D&O or persons connected to them has interest, direct or indirect, in the Acquisition.
7. Approval Required
The Acquisition is not subject to the approval of shareholders of D&O or regulatory authorities.
Dated this 31st day of December 2008 |
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