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SEC advises ADAM shareholders to exercise their voting right on acquisition of a real estate business



Tuesday 16 August 2016 | No. 74 / 2016



Bangkok, August 16, 2016 ? The SEC is urging the shareholders of Adamas Incorporation Public Company Limited (ADAM) to thoroughly study the proposed share acquisition for business takeover of Sittarom Development Co., Ltd. before exercising the voting right at the extraordinary shareholders? meeting on August 19, 2016.

At the meeting, the Board of Directors will seek the shareholders? approval for acquiring the total shares of Sittarom from Power Line Engineering Public Company Limited (PLE) and the other PLE shareholders at the amount of 370 million baht.

However, the independent financial advisor (IFA) has advised against the shareholders? approval of such transaction because the offer price of 370 million baht is significantly higher than the fair price of 274 million baht by 96 million baht. Thus, this would be considered an inappropriate price. In forming the opinion on the said matter, the IFA has also taken into account related expenses that may incur if the acquisition is not approved, in which case ADAM will have to deduct the payment of such expenses from the deposit of 18.5 milion baht.

In this regard, the Board of Directors and the Audit Committee view that the proposed acquisition would still be a cost-effective investment because ADAM would be able to offset the 96 million baht difference with the projected initial 100 million baht earning from the new construction phase currently designed and developed by ADAM. In addition, the acquisition would allow ADAM to resume trading on the Stock Exchange after the third quarter of this year.  

The SEC therefore advises that the ADAM shareholders carefully study all details, seek clarfications on all related matters from the company?s management and make an informed decision based on complete and correct information before casting their vote to protect their own interest at the extraordinary shareholders? meeting.

In any case, the aforesaid acquisition requires the approval of at least three fourths of the attending shareholders with the voting right, excluding those with a conflict of interest.












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Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 74 / 2016 Tuesday 16 August 2016
SEC advises ADAM shareholders to exercise their voting right on acquisition of a real estate business


Bangkok, August 16, 2016 ? The SEC is urging the shareholders of Adamas Incorporation Public Company Limited (ADAM) to thoroughly study the proposed share acquisition for business takeover of Sittarom Development Co., Ltd. before exercising the voting right at the extraordinary shareholders? meeting on August 19, 2016.

At the meeting, the Board of Directors will seek the shareholders? approval for acquiring the total shares of Sittarom from Power Line Engineering Public Company Limited (PLE) and the other PLE shareholders at the amount of 370 million baht.

However, the independent financial advisor (IFA) has advised against the shareholders? approval of such transaction because the offer price of 370 million baht is significantly higher than the fair price of 274 million baht by 96 million baht. Thus, this would be considered an inappropriate price. In forming the opinion on the said matter, the IFA has also taken into account related expenses that may incur if the acquisition is not approved, in which case ADAM will have to deduct the payment of such expenses from the deposit of 18.5 milion baht.

In this regard, the Board of Directors and the Audit Committee view that the proposed acquisition would still be a cost-effective investment because ADAM would be able to offset the 96 million baht difference with the projected initial 100 million baht earning from the new construction phase currently designed and developed by ADAM. In addition, the acquisition would allow ADAM to resume trading on the Stock Exchange after the third quarter of this year.  

The SEC therefore advises that the ADAM shareholders carefully study all details, seek clarfications on all related matters from the company?s management and make an informed decision based on complete and correct information before casting their vote to protect their own interest at the extraordinary shareholders? meeting.

In any case, the aforesaid acquisition requires the approval of at least three fourths of the attending shareholders with the voting right, excluding those with a conflict of interest.