Tender Offer for All Securities of BSRC to Delist from SET via Share Swap of BCP's Newly-Issued Shares
The Board of Directors of Bangchak Corporation Public Company Limited (BCP) at its Meeting No. 3/2025 has approved the restructuring plan of Bangchak Group through a tender offer to acquire all securities of Bangchak Sriracha Public Company Limited (BSRC) held by minority shareholders, amounting to up to 631,859,702 shares (equivalent to 18.3% of BSRC's total issued shares), via a share swap with newly issued ordinary shares of BCP. The exchange ratio is set at 1 newly issued ordinary share of BCP per 6.50 BSRC shares. Any fractional shares resulting from the calculation will be disregarded. The total number of newly issued BCP shares under this transaction will not exceed 97,209,185 shares, and there will be no cash payment involved. In addition, BCP has announced its plan to delist BSRC's shares from the Stock Exchange of Thailand (SET), with the restructuring expected to be completed within 2025.
Mr. Chaiwat Kovavisarach, Chief Executive Officer of Bangchak Group and President of Bangchak Corporation Public Company Limited (BCP), stated, "This restructuring plan will enhance Bangchak Group's competitive capabilities and operational efficiency, enabling us to seize business opportunities more effectively while strengthening our financial performance. The restructuring will clarify Bangchak Group's business structure, simplify its shareholding structure, and improve operational flexibility by minimizing redundant processes. Furthermore, the tender offer via share swap will provide BSRC's minority shareholders with the opportunity to hold shares in BCP, a larger corporation with a solid financial foundation. BCP has consistently achieved an EBITDA level of approximately THB 40 billion, supported by a strong financial position with total assets exceeding THB 300 billion. Moreover, with its diversified portfolio of core businesses, Bangchak Group is well-positioned for future growth under its 'Bangchak 100X' strategy, targeting an EBITDA of THB 100 billion by 2030 and aspiring to become a 100-year sustainable organization alongside Thai society. BSRC shareholders will retain indirect ownership in BSRC through their holdings in BCP while benefiting from higher liquidity and market capitalization."
The restructuring plan through the tender offer for all BSRC securities via a share swap and subsequent delisting of BSRC from the SET remains subject to various conditions, including approval from the 2025 Annual General Meeting of Shareholders of BCP, scheduled for 11 April 2025, and approval from the 2025 Annual General Meeting of Shareholders of BSRC, scheduled for 9 April 2025.
Further details on the restructuring plan through the tender offer for all BSRC securities via a share swap to delist BSRC from the SET can be found on the following websites: www.bangchak.co.th, www.bsrc.co.th, or www.set.or.th.