The announcement dated 15 July 2015 in relation to the submission of indicative non-binding proposal to acquire Edra Global Energy’s Power Assets is respectively referred.
Tenaga Nasional Berhad (“TNB”) has submitted a conditional offer to acquire the power generation assets of Edra Global Energy Berhad (“Edra”) from 1Malaysia Development Berhad (“1MDB”). The conditional offer is subject to the following:
(i) Conditional offer is subject to TNB finalising the confirmatory due diligence process as well as finalising and executing the Share Purchase Agreement;
(ii) 1MDB must provide further information on operations; key conditions must be met;
(iii) No assurance transaction will be concluded; final offer subject to independent and third-party evaluation;
(iv) Non-interested shareholders will vote on any potential transaction at a general meeting.
Following its in-depth due diligence, TNB believes that as Malaysia’s leading national power company, Edra’s power generation assets would be a strong fit for its growth strategy domestically and internationally. A combination would ensure the long-term continuity of steady and competitively priced power to domestic customers and consumers. The combination would also enable TNB to pursue its strategy of establishing a footprint in international markets where growth in power demand is increasing.
TNB’s President/Chief Executive Officer, Datuk Seri Ir. Azman bin Mohd, stated: "As the sole off-taker of all power generated in Malaysia, TNB is the best and most logical buyer for these assets. The acquisition of these power facilities, which will add a significant contribution to our power generation capacity in Malaysia, will be an important addition to our business as it will further enhance TNB’s earnings and cash flow. Broadening our domestic and overseas power generation base gives us more opportunities for revenue growth and for adding significant shareholder value.”
“As the country’s largest power producer, no other bidder knows these assets better than TNB. Given our world-class track record in power generation and excellence in facilities management, the addition of these assets will unlock new value in TNB and will enhance future growth.”
As a Malaysian company with a 65-year track record, TNB ownership of these assets will not only ensure the continuing Malaysian control of strategic power assets, but will allow the Company to responsibly plan for the future growth of its business and Malaysia’s power needs.
TNB would like to emphasise that any conditional offer will be dependent upon the conditions being met by 1MDB. Therefore, there can be no assurance that any transaction will be concluded.
As TNB has previously stated, any potential transaction would need to make strong commercial and financial sense, be value accretive to TNB’s shareholders, and be assessed based on the highest standards of corporate governance. Should TNB decide to pursue any transaction, other independent and third-party criteria and requirements would also need to be addressed, including:
• An opinion from an independent adviser stating that the transaction is fair and reasonable insofar as TNB’s shareholders are concerned, and not to the detriment of TNB’s minority shareholders (as contemplated under the applicable Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”));
• Approval from non-interested shareholders of TNB for the transaction at a general meeting (as contemplated by the MMLR and applicable company law); and
• Receipt of all relevant approvals, consents, waivers and clearances from governmental, regulatory authorities and third parties for the transaction.
TNB shall make further announcements to Bursa Malaysia Securities Berhad as and when there is material development on this matter.
This announcement is dated 16 October 2015.
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