Absolute Clean Energy Public Company Limited agreed to acquire 99.99% stake in UWC Komen Biomass Company Limited, UWC Amphan Biomass Company Limited and Satuek Biomass Company Limited from Ua Withya Public Company Limited for approximately THB 850 million.
July 09, 2020
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Absolute Clean Energy Public Company Limited (SET:ACE) signed a preliminary memorandum of understanding to acquire 99.99% stake in UWC Komen Biomass Company Limited (UKB), UWC Amphan Biomass Company Limited (UAB) and Satuek Biomass Company Limited (SBM) from Ua Withya Public Company Limited (SET:UWC) for approximately THB 850 million on June 15, 2020. As of July 10, 2020, a share sale and purchase agreement was signed. Under the transaction, Absolute Clean Energy will acquire 23.99 million shares (99.99% stake) of UKB for THB 198.96 million, 1.59 million shares of UAB for THB 0.016 million and 1.66 million shares of SBM for THB 0.017 million. In addition, the consideration will include transfer of claims as a creditor in relation to all outstanding loans owed by UAB to Ua Withya Public Company Limited, together with accrued interest in the amount of THB 171.716 million and transfer of claims as a creditor in relation to all outstanding loans owed by SBM to Ua Withya Public Company Limited, together with accrued interest in the amount of THB 150.2 million in case SBM is able to change the adder power purchase agreement with Provincial Electricity Authority (PEA) to the Feed-in Tariff (FiT) power purchase agreement with the Electricity Generating Authority of Thailand (EGAT) within 150 days after the transaction is completed and THB 120 million if SBM is able to change the adder power purchase agreement with PEA to the Feed-in Tariff (FiT) power purchase agreement with EGAT after the closing date of the transaction. Also, the consideration includes assumption of UKB's THB 329.35 million loan from a financial institution and THB 0.96 million financial leases of UKB, UAB and SBM.
For the year ending December 31, 2019, UKB reported total assets of THB 635.62 million, Shareholders' equity of THB 277.41 million, revenue of THB 315.29 million and net profit of THB 37.18 million. For the year ending December 31, 2019, UAB reported total assets of THB 317.29 million, negative Shareholders' equity of THB 202.85 million, revenue of THB 115.01 million and net loss of THB 192.93 million. For the year ending December 31, 2019, UAB reported total assets of THB 267.75 million, negative Shareholders' equity of THB 133.23 million, revenue of THB 57.62 million and net loss of THB 130.23 million. The transaction is subject to approval by the shareholders of Ua Withya Public Company Limited at a meeting to be held on August 20, 2020. The deal was approved by the Board of Directors of Absolute Clean Energy Public Company Limited on June 25, 2020. As of August 20, 2020, the shareholders of Ua Withya Public Company approved the transaction. Completion is expected on August 21, 2020. Ua Withya Public Company Limited will use the proceeds for repayment of THB 300 million secured debentures, repayment of other loan debts and provision for working capital. Capital Advantage Company Limited acted as financial adviser and fairness opinion provider for Ua Withya Public Company Limited. Suparerk Auychai, Chakrit Chomketkaew, Arthit Hemara and Vitita Subhawat of Allen & Overy (Thailand) Co., Ltd. acted as legal advisor to Ua Withya Public Company Limited (SET:UWC).
Absolute Clean Energy Public Company Limited is a Thailand-based holding company. The Companyâs principal business operations are operating biomass, municipal solid waste, natural gas, and solar energy power plants. The Companyâs principal business operation is investing in Asia Clean Energy Company Limited at 100%. Asia Clean Energy Company Limited invests in 19 subsidiaries. The Company is a producer and distributor of electricity from renewable energy. The Company operates through four segments: power plants, municipal solid waste power plants, natural gas power plant and solar energy power plants. Its projects include Ban Bueng Power Plant, Mueng Buriram Power Plant, Don Mon Power Plant, MSW Khon Kaen Power Plant, MSW Krabi Power Plant, Koh Khanun Clean Energy, Solar Rooftop 1 Project, Solar Rooftop 2 Project, Solar Rooftop 1 Project (Extension) and other. Its subsidiaries include Alliance Clean Power Company Limited, Advance Farm Tree Company Limited and others.
Absolute Clean Energy Public Company Limited agreed to acquire 99.99% stake in UWC Komen Biomass Company Limited, UWC Amphan Biomass Company Limited and Satuek Biomass Company Limited from Ua Withya Public Company Limited for approximately THB 850 million.