In a significant development, Hanwha Ocean SG Holdings Pte. Ltd., through its financial advisor United Overseas Bank Limited (UOB), has announced the completion of its compulsory acquisition of Dyna-Mac Holdings Ltd. shares. This acquisition marks the culmination of an earlier voluntary unconditional cash offer initiated by Hanwha Ocean SG Holdings, making Dyna-Mac Holdings a wholly-owned subsidiary of the Offeror and setting the stage for its delisting from the Singapore Exchange (SGX-ST).

Key Takeaways for Shareholders

• Final Offer Price: The Offeror will acquire all remaining shares of Dyna-Mac Holdings at a price of S\$0.67 per share in cash. This price applies to shareholders who did not accept the earlier cash offer.
• Compulsory Acquisition Process: Under Section 215(1) of the Companies Act, Hanwha Ocean SG Holdings has exercised its right to acquire the shares of dissenting shareholders. The company will credit the aggregate consideration into a trust account and ensure payment is made promptly.
• Payment Details:
  • For shares held through CDP accounts, payments will be credited directly to shareholders’ designated bank accounts via CDP’s Direct Crediting Service (DCS).
  • For shares held in scrip form, payments will be made via a Singapore Dollar crossed cheque sent to shareholders by ordinary post.
• Delisting from SGX-ST: An application has been made to SGX-ST for the delisting of Dyna-Mac Holdings. Shareholders are advised that the company will no longer be publicly traded following the completion of the acquisition and delisting approval.

Timeline of Events

The acquisition process has been carefully orchestrated over several months:

1. The Offer Document was issued on 2 October 2024, outlining the terms of the voluntary cash offer.
2. Subsequent announcements on 14 October and 23 October 2024 detailed the revision of the offer price and extensions to the offer closing date.
3. The offer was declared unconditional on 15 November 2024, and the intention to delist the company was announced on 20 November 2024.
4. The compulsory acquisition notice and final offer price were communicated to dissenting shareholders via a letter dated 2 December 2024.
5. The compulsory acquisition was finalized on 3 January 2025, marking the end of the process.

Implications for Shareholders

This development is particularly important for shareholders who have not yet tendered their shares. By law, dissenting shareholders will have their shares acquired at the final offer price of S\$0.67. The delisting of Dyna-Mac from SGX-ST means it will cease to be a publicly traded company, potentially impacting liquidity for investors who have not exited earlier.

Market Impact and Potential Price Sensitivity

While the offer price of S\$0.67 has been fixed, the delisting announcement could have broader implications for investor sentiment surrounding similar acquisition scenarios in Singapore’s stock market. Additionally, the transition of Dyna-Mac Holdings to a privately held entity under Hanwha Ocean SG Holdings signals the latter’s strategic focus on consolidating its assets.