Liannex Offers $60.4M for Malaysian FPSO Firm Yinson's Non-Oil, Gas Units

Yinson Holdings Berhad (YHB or Company), a Malaysia-based oil and gas services provider, reported Monday that AmInvestment Bank Berhad, on behalf of YHB, announced that the Company had on even-date, received a letter of offer (Offer Letter) from Liannex Labuan Limited (Liannex Labuan).

Liannex Labuan is a special purpose private limited company incorporated in Labuan, Malaysia June 25 under the Labuan Companies Act 1990. It is principally involved in investment holding. Liannex Labuan is wholly-owned by Liannex Corporation (S) Pte Ltd (Liannex), which in turn is wholly-owned by Lim Han Weng and Bah Kim Lian. Lim Han Weng and Bah Kim Lian are both Directors of YHB and Liannex and collectively are major shareholders in YHB as at the date of this announcement.

Liannex Labuan offers to pay $60.4 million (MYR 228.0 million) for the equity interest in the following companies held by YHB as well as the repayment of inter-company loans owing to YHB by the said companies as a whole:

  1. 100 percent Yinson Corporation Sdn Bhd
  2. 100 percent Yinson Transport Sdn Bhd
  3. 100 percent Yinson Shipping Sdn Bhd
  4. 100 percent Yinson Port Ventures Pte Ltd
  5. 100 percentYinson Vietnam Company Limited; and
  6. 65 percent equity interest in Yinson Power Marine Sdn Bhd

(collectively Target Subsidiaries) (Offer). The Target Subsidiaries represent the non-oil and gas businesses of YHB.

If both YHB and Liannex Labuan are able to come to an agreement, the parties shall enter into a binding agreement within three months from the date of acknowledgement of the Offer Letter. The Offer shall also be valid for a period of three months from the date of acknowledgement of the Offer Letter, unless mutually extended. The Offer Letter is not intended as and does not constitute a binding offer or agreement between the parties. Neither party may claim and enforce any legal rights on the other party arising from any failure to consummate the Offer.

The Offer is subject to the conditions precedent, inter alia, as follows:-

  1. Liannex Labuan being satisfied with the outcome of the legal due diligence of the Target Subsidiaries
  2. approval from the Board and shareholders of YHB for this transaction at an extraordinary general meeting to be convened
  3. financing from a financial institution for this transaction has been obtained by Liannex Labuan; and
  4. approvals, consents, authorisation, permits or waivers of the relevant authorities and any other third parties (where necessary or appropriate) for this transaction has been obtained

The Board of YHB has on even-date, acknowledged the receipt of the Offer Letter and will commence negotiations on the terms of the transaction. The Company will make the appropriate announcements as and when there are any material developments.

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