LGP7084: Mergers & Acquisition Assignment, VUC, Malaysia AHJ is a Malaysian public listed company listed on the Main Market of Bursa Malaysia Securities Berhad

AHJ is a Malaysian public listed company listed on the Main Market of Bursa Malaysia Securities Berhad. It and its subsidiaries are involved in a range of businesses, particularly motor vehicle assembly and distribution, hospitals, and insurance.

AHJ wishes to acquire BKL Sdn Bdh, also a Malaysian public listed company listed on the Main Market of Bursa Securities. BKL and its subsidiaries are also involved in a range of businesses, being stock broking, blood banks, and telecommunications. AHJ is keen to acquire the entire share capital of BKL, if possible, and to delist BKL.

AHJ is already a shareholder of 10% of the ordinary shares of BKL. AHJ only has ordinary shares in the issue. BKL has, in issue, ordinary shares and redeemable convertible preference shares convertible into ordinary shares, both classes of which are listed.

AHJ has been advised by their principal advisers, Chiew Advisers, that they should consider acquiring KLB by way of the Malaysian Code on Takeovers and Mergers 2016 and Rules on Take-overs, Mergers, and Compulsory Acquisitions.

Chiew Advisers has also recommended that the consideration for acquiring BKL should be a combination of cash and ordinary shares in AHJ. If possible, AHJ should like BKL to bear or ultimately bear the financing of the cash portion of the offer. You have been asked by AHJ to:

• Draft a set of terms and conditions that should be inserted into the relevant
  the document under the Malaysian Code on Takeovers and Mergers 2016 and Rules on Take-overs, Mergers, and Compulsory Acquisitions offering to acquire the shares and securities of BKL. The draft set of terms and conditions should be based substantially on the style and approach taken in similar documents. The relevant document should be the document to be utilized based on your recommendation. The terms and conditions do not need to contain the usual formal parts of such a document and should focus on the substantive terms and conditions of the offer, and
• Draft a memorandum explaining:
  i. The different approaches available under the Malaysian Code on Takeovers and Mergers 2016 and Rules on Take-overs, Mergers, and Compulsory Acquisitions, your recommendation on the method to affect this, and the reason for your recommendation,
  ii. any laws regulating the financing of the cash portion of the offer,
  iii. particular issues to consider, and
  iv. the reason for inserting particular terms or conditions in the draft set of terms and conditions

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