KUALA LUMPUR: RHB Research Institute has raised concerns about PERISAI PETROLEUM TEKNOLOGI [] Bhd's proposed acquisition of Garuda Energy (Labuan) from former major shareholder and CEO Nagendran Nadarajah for US$70 million (RM210 million).
Under the terms of the agreement, the acquisition would be RM150 million cash plus 92.3 million new Perisai shares at 65 sen each.
RHB Research said on Wednesday, March 30 that this was an unusual transaction which brings the former CEO back into the company, and more so given Perisai had sold Garuda to him in mid-2010 for just US$5 million cash.
In early-2010, Garuda had acquired a jack-up rig for US$5m cash, which Perisai now appears to be targeting in this acquisition. Other than a change in name (from Hercules 191 to Rubicone) the rig is currently being converted into a MOPU.
The rig has also been chartered out to Gryphon on a 2+1 year bareboat charter basis for US$25 million per annum.
'We are concerned about the transaction and the new issue of shares, which will give Nagendran a 13.5% stake at a 20% discount to the current share price of 81 sen.
'This will dilute current major shareholder Ezra Holdings' 19% stake to 17%. Moreover, we believe there is a corporate governance issue relating to the effective purchase of the asset at 14x premium to the original disposal price of the same asset,' it said.
Under the terms of the agreement, the acquisition would be RM150 million cash plus 92.3 million new Perisai shares at 65 sen each.
RHB Research said on Wednesday, March 30 that this was an unusual transaction which brings the former CEO back into the company, and more so given Perisai had sold Garuda to him in mid-2010 for just US$5 million cash.
In early-2010, Garuda had acquired a jack-up rig for US$5m cash, which Perisai now appears to be targeting in this acquisition. Other than a change in name (from Hercules 191 to Rubicone) the rig is currently being converted into a MOPU.
The rig has also been chartered out to Gryphon on a 2+1 year bareboat charter basis for US$25 million per annum.
'We are concerned about the transaction and the new issue of shares, which will give Nagendran a 13.5% stake at a 20% discount to the current share price of 81 sen.
'This will dilute current major shareholder Ezra Holdings' 19% stake to 17%. Moreover, we believe there is a corporate governance issue relating to the effective purchase of the asset at 14x premium to the original disposal price of the same asset,' it said.
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