Proposed acquisition of Innovalues Limited
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Shares to be acquired at S$1.01 each, via a scheme of arrangement
Provides an opportunity for shareholders to realise their investments in Innovalues for cash,
or for cash and shares of Precision Solutions Group (the parent company of the Offeror)
Singapore, 26 October 2016 – Innovalues Limited (“Innovalues”) and Precision Solutions Limited
(“Offeror”), an indirect wholly-owned subsidiary of Northstar Equity Partners IV Limited, an investment
fund advised and managed by Northstar Advisors Pte. Ltd. (“Northstar”), today jointly announced the
proposed acquisition of all the issued ordinary shares in the capital of Innovalues (“Innovalues
Shares”) by the Offeror. The proposed acquisition will be carried out by way of a scheme of
arrangement (the “Share Scheme”), in accordance with the Singapore Companies Act and The
Singapore Code on Take-overs and Mergers.
This press release should be read in conjunction with the full text of the joint announcement in relation
to the Share Scheme dated 26 October 2016, a copy of which is available on www.sgx.com.
Under the Share Scheme, all Innovalues Shares held by shareholders of Innovalues (“Innovalues
Shareholders”) as at a book closure date to be announced by Innovalues will be acquired by the
Offeror. Pursuant to the Share Scheme, Innovalues Shareholders will be entitled to receive at their
election either (a) S$1.01 per Innovalues Share in cash, or (b) one share of Precision Solutions Group
(the parent company of the Offeror) and S$0.61 in cash, per Innovalues Share, subject to a limit of 65
million Innovalues Shares that may be elected for option (b).
Rationale for the Acquisition
The acquisition of Innovalues represents an opportunity for the Offeror to acquire control of a
company in the precision manufacturing sector with a regional manufacturing footprint.
Financial Evaluation of the Scheme Consideration
The Share Scheme represents:
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A premium of 30.5% to the twelve-month volume weighted average price (“VWAP”) of the
Innovalues Shares to 6 April 2016, being the last trading day prior to the date on which
Innovalues released the announcement in respect of a possible transaction
A premium of 27.9% to the six-month VWAP of the Innovalues Shares to 6 April 2016
A premium of 21.6% to the three-month VWAP of the Innovalues Shares to 6 April 2016
A premium of 18.1% to the closing price of the Innovalues Shares on 30 September 2016,
being the last full trading day immediately prior to the date on which Innovalues released the
announcement to update shareholders that discussions on a possible transaction are still ongoing
With an outstanding share capital of 328,109,000 Innovalues Shares, the consideration values
Innovalues at approximately S$331.4 million.
Mr. Goh Leng Tse, Chairman of Innovalues, said, “We strongly believe in the merits of this transaction,
and are pleased to present it for our shareholders’ consideration. This represents an opportunity for
them to realise their investments.”
Mr. Tan Choon Hong, Managing Director of Northstar, said, “We are excited by the opportunity to
acquire Innovalues and to partner with Mr Goh and the rest of the management team to drive the
business forward.”
Approvals required, irrevocable undertakings and financial adviser
A meeting of Innovalues Shareholders will be convened pursuant to an order of the High Court of
Singapore (the “Scheme Meeting”). The Share Scheme will require inter alia (a) the approval of the
Scheme by a majority in number of Innovalues Shareholders representing not less than 75 per cent in
value of the Innovalues Shares held by Innovalues Shareholders present and voting, either in person
or by proxy, at the Scheme Meeting, and (b) the sanction of the Share Scheme by the High Court of
Singapore.
The Offeror has received irrevocable undertakings from Mr. Goh Leng Tse, Mr. Pung Tong Seng, Mr.
Ong Tiak Beng and Mr. Koh Boon Hwee representing, in aggregate, approximately 39% of total
Innovalues Shares as at the date of the Announcement, to, inter alia, vote, or procure the voting of, all
their Innovalues Shares in favour of the Share Scheme.
The independent directors of Innovalues, for the purpose of the Share Scheme, have appointed
Provenance Capital Pte. Ltd. as the independent financial adviser ("IFA") to advise them on making a
recommendation to Innovalues Shareholders in connection with the Share Scheme. Full details of the
Share Scheme including the recommendation of the independent directors along with the advice of
the IFA will be included in a Share Scheme document to be sent to Innovalues Shareholders in due
course.
Standard Chartered plc and Allen & Gledhill LLP are acting as sole financial adviser and legal counsel
to the Offeror respectively. Rippledot Capital Advisers Pte. Ltd. and Drew & Napier LLC are acting as
sole financial adviser and legal counsel to Innovalues respectively.
- END For media enquiries, please contact:
Terence FOO
Managing Partner
Newgate Communications
E-mail: [email protected]
Telephone: +65 6532 0606
Ian Kwek
Consultant
Newgate Communications
E-mail: [email protected]
Telephone: +65 6532 0606
For further information, please contact:
Ralf Pilarczyk
Managing Director
Standard Chartered Bank
E-mail: [email protected]
Telephone: +65 6596 9495
ABOUT NORTHSTAR:
The Northstar Group is a Singapore headquartered private equity firm managing more than US$2.0
billion in committed equity capital dedicated to investing in growth companies in Southeast Asia. The
Northstar Group has invested in more than 30 companies over the past 10 years across the banking,
insurance, retail, oil and gas, coal and mining services, technology, telecom, and agribusiness sectors.
The Northstar Group is supported by a team of over 50 professionals bringing together significant
international experience, deep local market insight, and sensitivity to local conventions and conditions.
The investors in the Northstar Group funds include a global list of sovereign wealth funds, pension
funds, endowments, family offices, and other institutional investors. The Northstar Group holds a
Capital Markets Services License for the provision of Fund Management services from the Monetary
Authority of Singapore. The Northstar Group is also an Exempt Reporting Advisor with the United
States Securities and Exchange Commission.
Responsibility Statements
The directors of Innovalues (including any who may have delegated detailed supervision of the
preparation of this press release) have taken all reasonable care to ensure that the facts stated and
all opinions expressed in this press release which relate to Innovalues (excluding information relating
to the Offeror, Precision Solutions Group and/or Northstar or any opinion expressed by the Offeror,
Precision Solutions Group and/or Northstar) are fair and accurate and that, where appropriate, no
material facts which relate to Innovalues have been omitted from this press release, and the directors
of Innovalues jointly and severally accept responsibility accordingly.
Where any information which relates to Innovalues has been extracted or reproduced from published
or otherwise publicly available sources or obtained from the Offeror, Precision Solutions Group or
Northstar, the sole responsibility of the directors of Innovalues has been to ensure that, through
reasonable enquiries, such information is accurately extracted from such sources or, as the case may
be, reflected or reproduced in this press release. The directors of Innovalues do not accept any
responsibility for any information relating to the Offeror, Precision Solutions Group and/or Northstar or
any opinion expressed by the Offeror, Precision Solutions Group and/or Northstar.
The directors of the Offeror and Precision Solutions Group (including any who may have delegated
detailed supervision of the preparation of this press release) have taken all reasonable care to ensure
that the facts stated and all opinions expressed in this press release (excluding information relating to
Innovalues or any opinion expressed by Innovalues) are fair and accurate and that, where appropriate,
no material facts in relation thereto have been omitted from this press release, and the directors of the
Offeror and Precision Solutions Group jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly
available sources or obtained from Innovalues, the sole responsibility of the directors of the Offeror
and Precision Solutions Group has been to ensure that, through reasonable enquiries, such
information is accurately extracted from such sources or, as the case may be, reflected or reproduced
in this press release. The directors of the Offeror and Precision Solutions Group do not accept any
responsibility for any information relating to or any opinion expressed by Innovalues.