Bangkok, 16 July 2020 – SEC is advising the shareholders of News Network Corporation Public Company Limited (NEWS) to study information carefully and exercise their voting right at the extraordinary shareholders’ meeting to be held on 24 July 2020 regarding the company’s plan to acquire ordinary shares and the right to claim in the loan of Wealth Ventures Co., Ltd. In this regard, the independent financial advisor (IFA) is of the opinion that such asset acquisition is reasonable, but the purchase price of the ordinary shares is inappropriate, and thus the shareholders should not approve the acquisition transactions this time.
On 24 July 2020, NEWS will hold an extraordinary shareholders’ meeting to seek the shareholders’ approval for the acquisition of ordinary shares of Wealth Ventures, which operates Mercure Hotel Bangkok Makkasan, at an amount not exceeding 40 percent of the total paid-up shares, worth not exceeding 421.55 million baht, and the right to claim in the loan of Wealth Ventures at the value not exceeding 138.45 million baht. The total value of both transactions does not exceed 560 million baht. NEWS plans to raise fund for the transactions from various sources, e.g., the company’s cashflow, right offering of capital shares and offering of ordinary shares of its subsidiary Green Net 1282 Co., Ltd. In this regard, the Board of Directors and the Audit Committee consider that both the acquisition and the purchase price are reasonable and beneficial for the company and its shareholders and in compliance with reasonable conditions. In this regard, IFA is of the opinion that the acquisition is reasonable, considering several factors. For example, the hotel’s location and its growth potential and the reasonableness of the conditions for the purchase of the right to claim, etc. However, the 40 percent business valuation of Wealth Ventures, as assessed by IFA, is approximately 300.71 – 369.82 million baht, lower than the purchase price of 421.55 million baht. Therefore, IFA views that such purchase price is unreasonable and thus the shareholders should not approve the share acquisition. SEC strongly advises that NEWS shareholders study the matter in detail, exercise the voting right to protect their own interest, and seek clarification from NEWS management in order to make well-informed decisions. In addition, due to the current COVID-19 pandemic, SEC encourages the shareholders to consider proxy voting by independent directors instead of attending the meeting in person and submit questions to the company in advance before the meeting date.