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CIRCULAR TO SHAREHOLDERS in relation to
PART A
- PROPOSED ACQUISITION BY PACIFICMAS BERHAD ("PACIFICMAS") OF 27,100,000 ORDINARY SHARES OF RM1.00 EACH ("SHARES") REPRESENTING 51.13% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF MALAYSIA & NIPPON INSURANS BERHAD ("MNIB") ("SALE SHARES") FROM KOPERASI ANGKATAN TENTERA MALAYSIA BERHAD ("KAT") AT A PURCHASE CONSIDERATION OF RM46,070,000 OR RM1.70 PER SALE SHARE (SUBJECT TO ADJUSTMENT PURSUANT TO A DUE DILIGENCE EXERCISE) LESS A TERMINATION BENEFIT SUM TO BE AGREED BY PACIFICMAS AND KAT TO BE SATISFIED BY CASH ("PROPOSED ACQUISITION")
- PROPOSED ACQUISITION OF THE REMAINING 25,900,000 SHARES REPRESENTING 48.87% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF MNIB ("REMAINING SHARES") NOT ALREADY HELD BY PACIFICMAS UPON COMPLETION OF THE PROPOSED ACQUISITION VIA A MANDATORY OFFER ("MO") AT AN OFFER PRICE PER REMAINING SHARE OF RM1.70 OR A PURCHASE CONSIDERATION OF RM44,030,000 (SUBJECT TO ADJUSTMENT PURSUANT TO A DUE DILIGENCE EXERCISE) TO BE SATISFIED BY CASH, IN ACCORDANCE WITH THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 1998 ("PROPOSED MO")
(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
PART B
INDEPENDENT ADVICE LETTER TO THE MINORITY SHAREHOLDERS OF PACIFICMAS BERHAD in relation to the PROPOSALS |
