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1.Introduction
The Board of Directors of Ire-Tex Corporation Berhad ("ITCB" or "the Company") wishes to announce that the Company has on 2 March 2011 acquired Two Hundred And Thirty Eight (238) shares of common stock with no par value ("the Shares") representing 5% interest in Ire-Tex Corporation ("ITC"), a company incorporated in Oregon, United States of America, ("Acquisition") from the following sellers for a total cash consideration of USD110,115.46 only (equivalent to RM336,953.31)("the Purchase Consideration") : -
The date of such investment and the original cost of investment to the sellers are as follows : -
There were no other transactions with the same parties during the preceding 12 months.
2. Information on ITC
ITC was incorporated in
The principal activity of ITC is design and manufacturing of packaging materials.
Based on the audited financial statements of ITC as at 31 December 2009 its net assets amounted to USD271,496 and its net loss for the year ended 2009 amounted to USD 72,937.
3.Rationale for the Acquisition
The
Acquisition is a strategic move to establish and strengthen the relationship
within Ire-Tex network of companies globally. The relationship will allow ITC
to refer its customers in the
4.The Purchase Consideration
The Purchase Consideration is arrived at on willing buyer and willing seller basis after taking into consideration the strategic nature of the investment which ITCB hopes will allow it to have future access to ITC's customers setting up operations in the South East Asian region. The Purchase Consideration will be satisfied in cash from internally generated funds of ITCB Group.
ITCB will not be assuming any liability, including contingent liabilities and guarantees, pursuant to the Acquisition.
5.Effects of the Acquistion
The Acquisition is not expected to have any material impact on the earnings of the Company for the financial year ending 31 December 2011.
The Acquisition will not have any effect on the net assets of ITCB Group as it was by way of cash.
The Acquisition will not have any effect on the share capital and substantial shareholders' shareholding of ITCB.
6.Risk Factors
Save for the normal business risk associated with investment in a company, the Board of Directors of ITCB is unaware of any risk arising from the Acquisition which could materially or adversely affect the financial and operation conditions of ITCB Group.
7.Percentage Ratios under paragraph 10.02(g) of the
In respect of the Acquisition and based on ITCB's audited financial statements for the financial year ended 31 December 2009, the highest percentage ratio under Paragraph 10.02(g) of Chapter 10 of the Bursa Malaysia Securities Berhad's Main Market Listing Requirements is 0.78%.
8.Approvals Required
The Acquisition is not subject to the approval of any governmental authorities or the shareholders of the Company.
9.Directors' and Major Shareholders' Interests
Other than Mr Timothy Ian O'Hearn, a Director and major shareholder of ITCB, who owns a 5% direct interest in ITC, none of the Directors and major shareholders or persons connected with them have any interests, direct or indirect, in the Acquisition.
10.Statement of Audit Committee
The Audit Committee of ITCB has reviewed and considered all aspects of the Acquisition and is of the opinion that the Acquisition is in the best interest of the Company. It is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders as the Acquisition is expected to enable considerable business relationship to be realized which allow the Company to grow and expand its businesses with the customers in United States
11.Directors' Statement
The Board of Directors of ITCB, save for Mr. Timothy Ian O'Hearn who is deemed interested in the Acquisition and has abstained from forming an opinion, is of the opinion that the Acquisition is in the best interest of the Company.
12. Compliance with the Securities Commission's Policies and Guidelines on Issue/Offer of Securities ("SC Guidelines")
The Board of Directors of ITCB is not aware of any departure from the SC Guidelines.
This announcement is dated 2 March 2011. |