Mainboard listed Ocean Sky International Limited (“Ocean Sky”, or together with its subsidiaries, the “Group”) has entered into a conditional sale and purchase agreement (the “Agreement”) today with Luen Thai Holdings Limited (“LTHL”) and its wholly owned subsidiary, Sunny Force Limited (the “Purchaser”), for the Purchaser to acquire all of the issued share capital, together with all rights, dividends, benefits and entitlements attaching thereto, of Ocean Sky’s wholly owned subsidiary, Ocean Sky Global (S) Pte. Ltd. (“OSG”) for an aggregate cash consideration of US$55 million, subject to the terms and conditions of the Agreement (the “Proposed Disposal”).
Ocean Sky intends to, subject to prevailing market conditions, pay a tax-exempt special dividend of S$0.016 per ordinary share in the capital of Ocean Sky, amounting to approximately US$5.8 million in aggregate upon the completion of the proposed disposal (the “Completion”).
The purchase consideration of US$55 million represents a premium of approximately 37.5% to OSG’s net tangible assets of US$40 million (post-restructuring) and a price to earnings ratio of approximately 6.3 times to OSG’s net profit after tax and minority interests of US$9.1 million as at 31 December 2011.
As announced on 10 August 2012 and earlier today, pursuant to an internal restructuring exercise (the “Reorganisation”), Ocean Sky will transfer its business of designing, manufacturing, sales and marketing of apparel (“Apparel Operations”) to OSG. The Proposed Disposal represents an excellent opportunity for the Group to unlock the value and realize its investment in the Apparel Operations at a satisfactory price.
It will allow Ocean Sky to re-strategise and re-deploy its financial and capital resources to expand into other businesses or undertake new investment opportunities that may arise in the future. Ocean Sky intends to use the disposal proceeds for future business and investment opportunities and is considering its options in relation to other business ventures.
Commenting on the Proposed Disposal, Ocean Sky’s Executive Chairman and CEO, Mr Edward Ang said: “By unlocking the value of our apparel operations business at a good price, we now have the resources to expand and invest in new opportunities, which could potentially generate higher returns to our shareholders on a more sustained basis.”
Incorporated in the British Virgin Islands, the Purchaser is a wholly owned subsidiary of LTHL, which is incorporated in the Cayman Islands and is listed on the main board of the Stock Exchange of Hong Kong Limited. LTHL, together with its subsidiaries, is one of the leading apparel manufacturing and supply chain services providers worldwide and is engaged in the manufacture, trading, and retail of garments, textile products and accessories and the provision of freight forwarding and logistics services with operations in the United States, Indonesia, Philippines, and the People’s Republic of China.