SET Announcements
30 March 2009
Additional information on the acquisition of T.C.C Technolog
27 March 2009
The President
The Stock Exchange of Thailand
Bangkok
Dear Sir,
Re: Reports on additional information on the acquisition of ordinary
shares of T.C.C. Technology Company Limited
Berli Jucker Public Company Limited Meeting No. 2/2009 has informed
the Board of Directors' resolution regarding the acquisition of the
ordinary shares of T.C.C. Technology Company Limited to the Stock
Exchange of Thailand on 26 March 2009. The Company would inform the
additional information on acquisition of ordinary shares of T.C.C.
Technology Company Limited as follows:
1. Background
The acquisition of ordinary shares of T.C.C. Technology company
Limited from T.C.C. Holdings Company Limited for 3,060,000
shares, equaling to 17.00 percent of the paid-up capital, at a
price of Baht 11.45 per share, with a total amount of Baht
35,037,000, is considered as purchasing or accepting transfer of
business of another public or private company according to Section
107 (2) (Khor) of the Public Limited Company Act B.E.2535 and
Article of Association, Article 36,second paragraph, Sub-clause b),
for which an approval from the Company's shareholders is sought.
Such acquisition is also considered as connected transaction of
listed company but the value of transaction does not trigger the
transaction size which requires an approval from the Company's
shareholders as prescribed by the Notification of the Board of
Governors of the Stock Exchange of Thailand regarding the Disclosure
of Information and other Acts of Listed Companies concerning the
Connected Transactions B.E.2546 and the amendments thereto.
2. Summary of financial performance of T.C.C.Technology Company Limited
from 2006 to 2008
(Unit : Baht million) 2006 2007 2008
Total assets 262.47 271.17 281.66
Total liabilities 109.73 98.01 75.62
Total stockholder' s equity 152.74 173.16 206.04
Book Value (Baht) 8.49 9.62 11.45
Revenue from services and selling 146.72 196.64 218.63
Cost of services and sales 90.73 106.14 115.81
Net profit (loss) (6.35) 20.43 32.88
Net earning (loss) per share (0.35) 1.13 1.83
(Baht)
Number of shares (million shares) 18.00 18.00 18.00
(Baht 10 par value)
3. Independent Financial Advisor proposed the share value appraisal
approach of T.C.C Technology Company as follows:
Appraisal approach Price (Baht per share)
No. 1 Book Value Approach 11.45
No. 2 Market Comparable Approach 10.08 - 12.20
with the same type of business
No. 3 Discount Cash flow Approach 12.57 - 13.64
The Board of Directors Meeting No. 2/2009 agreed to purchase as
a price of Book Value Approach of Baht 11.45 per share,which is
a lower price than the fair price as the Discount Cash flow
Approach, the most appropriate approach, at a price of Baht 12.75 -
13.64, appraised by the Independent Financial Advisor.
4. According to the Board of Directors' Meeting No. 2/2009 held On
Wednesday, 25 March 2009 in the agenda: To consider the acquisition
of the ordinary shares of T.C.C. Technology Company Limited, None of
the interested directors and/or connected directors was in attendance
at the Meeting and had right for voting.
5. Audit Committee's opinion
The Audit Committee has considered and agreed with the acquisition of
ordinary shares of T.C.C. Technology Company Limited, none of the
interested directors and/or connected directors was in attendance at
the Meeting and had right for voting, and proposed the Board of
Directors and the Shareholder Meeting to consider and approve this
agenda respectively.
6. Board of Directors' opinion
The Board of Directors has considered and agreed with the acquisition
of ordinary shares shares of T.C.C. Technology Company Limited at the
price and amount, which were considered by the Audit Committee and the
Independent Financial Advisor, be beneficial to the Company and the
Shareholders. The Shareholders should approve the investment in T.C.C.
Technology Company Limited, as proposed
Please be informed accordingly,
Your faithfully,
Berli Jucker Public Company Limited
Aswin Techajareonvikul Thirasakdi Nathikanchanalab
Director Director



