Tender Offer for Securities Of Magnecomp Precision Technology

Transcription

(Translation)
Tender Offer for Securities
Of
Magnecomp Precision Technology Public Company Limited
By
TDK Corporation
Tender Offer Preparer
Trinity Advisory 2001 Company Limited
Tender Offer Agent
Trinity Securities Company Limited
(Translation)
TA 03/2008
February 15, 2008
Subject: Submission of the Tender Offer to purchase the securities of Magnecomp Precision
Technology Public Company Limited
To:
Secretary-General of the Securities and Exchange Commission
President of the Stock Exchange of Thailand
Directors and shareholders of Magnecomp Precision Technology Public Company
Limited
Enclosed: The Tender Offer to purchase the securities of Magnecomp Precision Technology
Public Company Limited
In accordance with the intention of TDK Corporation (“TDK” or the “Tender Offeror” or the
“Offeror”) to make the Tender Offer for all of the remaining shares of Magnecomp Precision
Technology Public Company Limited (“MPT” or the “Company”) to delist the Company’s
ordinary shares from the Stock Exchange of Thailand (“SET”), complying with the resolution of
the extraordinary meeting of shareholders No. 1/2008 held on January 22, 2008, and as per
the letter issued by the SET dated January 31, 2008, Trinity Advisory 2001 Company Limited,
as the Preparer of the Tender Offer would like to submit the Tender Offer to purchase the
securities of the Company (Form 247-4) to the Securities and Exchange Commission, the
Stock Exchange of Thailand and the directors and shareholders of the Company for your
consideration.
Sincerely Yours
Mr. Pises Sethsathira
(Mr. Pises Sethsathira)
Managing Director
Table of Contents
Part 1
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Part 2
Part 3
Part 4
1.
2.
3.
4.
5.
1.
2.
1.
2.
3.
4.
5.
6.
7.
Part 5
Appendix
Significant Elements of the Tender Offer
Date of submission of the Tender Offer
Name of the Offeror
Name of the Preparer of the Tender Offer
Objectives of the Tender Offer
Type and class Securities to be purchased
Offering price
Tender offer period
Conditions for change in the Tender Offer
Conditions for Cancellation of the Tender Offer
Period that Securities Holders Can Revoke Their Tendered Shares
Allocation of Shares in Case Tendered Amount is Greater or Smaller than
Offered Amount (Applicable only to the Case of Partial Tender Offer in
accordance with Chapter 5 of the Notification of the SEC No. Kor.Jor. 53/2545)
Source of Funds to Finance the Tender Offer
Name of Tender Offer Agent
Information on the Tender Offeror
Details of the Tender Offeror
Information on the Tender Offer Preparer
Information on Other Advisor
Relationship Between the Tender Offeror and the Company, Major Shareholders
or Directors of the Company
Other Relevant Information to Support the Securities Holders’ Decision Making
Detail of the Company
Company Profile
Business Plan After the Business Takeover
Additional Details of the Tender Offer
Offer Acceptance Procedure
Procedure for the Purchase of Securities
Settlement and Payment Procedure
Rights of Securities Holders Who Have Accepted the Tender Offer
Conditions for Withdrawal of the Intention to Sell
Determination of the Tender Offer Price
Acquisition of Shares Prior to Making the Tender Offer (applicable only to the
case of partial tender offer in pursuant to Chapter 5 of the SEC Notification
Kor.Jor.53/2002)
Certification of Information
A: Tender Offer Acceptance Procedures and Forms
B: Tender Offer Acceptance Procedures and Forms for NVDR
C: Tender Offer Cancellation Procedures and Forms
D: TDK Financial Statements
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Tender Offer To Purchase Securities
Form 247-4 (TRANSLATION)
-TRANSLATION-
The English Translation of Tender Offer document has been prepared solely for the convenience of foreign
shareholders of Magnecomp Precision Technology Public Company Limited and should not be relied upon as the
definitive and official Tender Offer document of the Tender Offeror. The Thai language version of the Tender Offer
document is the definitive and official document of the Tender Offeror and shall prevail in all aspects in the event of
any inconsistency with this English Translation.
Tender Offer to Purchase Securities of
(The Offer and the Tender Offer Period stated herein are final and will not be amended)
Dear
Securities Holders :
We, TDK Corporation (“TDK” or the “Tender Offeror” or the “Offeror”), hereby offer to purchase the
securities of Magnecomp Precision Technology Public Company Limited (“MPT” or the “Company” or
the “Target”) with details as follows :
Part I
Significant Elements of the Tender Offer
1.
Date of Submission of the Tender Offer
February 15, 2008
2.
Name of the Offeror
TDK Corporation
3.
Name of the Preparer of the Tender Offer
Trinity Advisory 2001 Company Limited (“Tender Offer Preparer”)
4.
Objectives of the Tender Offer
To delist the Company’s ordinary shares from the Stock Exchange of Thailand (“SET”)
according to the resolution of the extraordinary meeting of shareholders No. 1/2008 on
January 22, 2008, and as per the letter issued by the SET dated January 31, 2008, which the
SET requires TDK Corporation to make a tender offer in accordance with the regulations of the
Securities and Exchange Commission (“SEC”) for the maximum tender offer period of 45
business days prior to the SET’s consideration on the final trading date and the delisting of the
Company’s shares.
5.
Type, Class and Ratio of Securities to be Purchased
The Offeror is offering to purchase the remaining 229,670,992 ordinary shares1 of the
Company, representing 11.01% of the paid-up ordinary shares of the Company, and
representing 11.01% of the voting rights and any additional shares (up to 109,962,499
shares) which are issued if the ESOP warrants are all fully exercised prior to the end of the
tender offer period.
1
These 229,670,992 shares include the 208,486,179 ordinary shares already covered Under the Put and Call Option Agreement
entered into by the Offeror and Magnecomp International Limited (of Singapore) (“MIL”) (now known as Innotek Limited), under
which the Offeror was granted an option to purchase an additional 208,486,179 ordinary shares of the Target owned by MIL or
approximately 10.00% of the paid-up ordinary shares of the Target (as further described in detail in Part 2, section 4.1). However,
the Offeror will not exercise said call option and purchase of such amount of ordinary shares in this tender offer.
1
6.
Offering Price
The offering price for the ordinary share is THB 2.70 per share (the “Offer Price” or the
“Offering Price”). Each Offeree is subject to the Tender Offer Agent fee of 0.25% (OneQuarter of One Percent) of the Offer Price and the Value Added Tax (“VAT”) of 7% (Seven
Percent) of the Tender Offer Agent fee. Therefore, the net price to be received by the Offeree
will be THB 2.6927775 for each ordinary share. Such Offer Price is :
( √ ) the final offer which may not be changed unless falling within the conditions stated in
Clause 8
(
) not the final offer and the Offeror may change the Offer Price
Under the Thai Revenue Code, a selling Offeree that is a foreign juristic person who is not
residing or has business operations in the Kingdom of Thailand (“Thailand”) and is not a
resident or incorporated in a country that has entered into double taxation treaty with
Thailand relating to the waiver of withholding of income tax on capital gains, will be subject to
a 15% (fifteen percent) withholding tax. Such withholding tax is calculated on the capital
gains from the sale of shares (the difference between the tender offer price and the amount
the Offeree originally paid for the tendered shares). Such Offeree must declare the amount
originally paid for the tendered shares to the Tender Offer Agent per the form attached in
Appendix A3 or Appendix B3 for NVDRs. If the Offeree fails to declare the cost basis and
submit proper evidence of the cost basis, the Tender Offer Agent must determine the
withholding tax based on the entire proceeds of the sale of shares and deduct the withholding
tax accordingly.
7.
Tender Offer Period
The Tender Offer Period will be a total of 45 business days from February 18, 2008 to April
24, 2008 during the business hours of 9:00am to 4:00pm. Such tender offer period is
( √ ) the final period which may not be extended unless falling within the conditions stated in
Clause 8.
(
8.
) not the final period and may be extended by the Offeror.
Conditions for change in the Tender Offer
(
) None
( √
) Conditions for change in the Tender Offer are as follows
( √ ) The Offeror may reduce the offer price or extend the tender offer period if any
event or action having materially adverse effect on the Company’s status or assets
occurs during the tender offer period.
( √ ) The Offeror may change the offer or extend the tender offer period to compete
with another person if that person has submitted a tender offer for securities of the
Company during the tender offer period.
9.
Conditions for Cancellation of the Tender Offer
The Offeror may cancel the Tender Offer upon the occurrence of one or more of the following
events :
9.1
Any event and/or action occurring after the acceptance of the Tender Offer by the
SEC but before the end of the Tender Offer period, which has or may have a material
adverse effect in the Target’s status, financial status, or assets, and where such event
or action is not the result of the Offeror’s actions or actions under the responsibility of
the Offeror.
9.2
Any event and/or action which may cause the termination of the delisting of the
Target’s ordinary shares from the SET.
2
10.
Period that Securities Holders Can Revoke Their Tendered Shares
The Offerees may revoke their tendered shares during the hours of 9:00am to 4:00pm on
business days during the period of February 18, 2008 to March 31, 2008 (both days
inclusive), for a total of 30 business days from the beginning date of the Tender Offer Period.
The Offerees may notify the revocation at the office of the Tender Offer Agent.
11.
Allocation of Shares in Case Tendered Amount is Greater or Smaller than Offered
Amount (Applicable only to the Case of Partial Tender Offer in accordance with
Chapter 5 of the Notification of the SEC No. Kor.Jor. 53/2002)
- Not Applicable -
12.
Source of Funds to Finance the Tender Offer
If all shareholders accept the Tender Offer at the Offer Price of THB 2.70 per share, the
Offeror will require a total amount of THB 620,111,678.40 for the Company’s remaining
229,670,992 ordinary shares, which also includes shares under the Put and Call Option
Agreement, and an additional THB 296,898,747.30 for 109,962,499 ordinary shares if all
ESOP warrants are exercised, for a total of THB 917,010,425.70. The Offeror’s source of fund
for this Tender Offer comes from liquid financial instruments and internal cash, including
working capital.
Trinity Advisory 2001 Company Limited, as the Tender Offer Preparer, has considered the
financial status of the Offeror and cross-checked with the audited 2007 financial statements
for the year ended March 31, 2007, and deemed that the Offeror has sufficient funds to make
and complete of this Tender Offer.
13.
Name of Tender Offer Agent
Name
:
Address
:
25th Floor, Bangkok City Tower
179/109-110 South Sathon Road
Sathon, Bangkok 10120
Telephone
:
(02) 343-9500 ext 603
Fax
:
(02) 286-6333
Payment Date :
April 29, 2008
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Part 2
Information on the Tender Offeror
1.
Details of the Tender Offeror
1.1.
General Information
1.2.
Name
:
TDK Corporation
Head Office
:
1-13-1 Nihonbashi, Chuo-ku
Tokyo 103-8272 Japan
Telephone
:
+81-3-5201-7102
Web site
:
www.tdk.co.jp
Registration Number
:
0199-01-034849
As registered in the Commercial Register (shogyo
tokibo) maintained by the Tokyo Legal Affairs Bureau
Business Information and Other Details
1.2.1.
Nature of Business
TDK Corporation, a Tokyo-based company formed under the Company Law of Japan
(formerly the Commercial Code of Japan), was established in 1935 to commercialize
“ferrite,” a key material in electronics and magnetic. It is a multinational manufacturer
of recording media, ferrite products and recording device products, and a major
producer of inductors, ceramic capacitors, magnets, HDD heads and other
components. The majority of products manufactured by TDK are used as components
in various electronic devices such as mobile phones, flat-screen televisions, power
supply transformers, sensors, etc. TDK’s current businesses are classified into two
segments :
1.
2.
Electronic Materials and Components : comprised of four product sectors
a.
Electronic Materials : Main products in this category are multiplayer
ceramic chip capacitors, ferrite cores for coils and transformers, ferrite
and rare-earth magnets.
b.
Electronic Devices : Main products in this category are coils (inductors),
high-frequency components, EMC components, piezoelectric components,
sensors, transformers, DC-DC converters, switching power supplies, and
DC-AC inverters.
c.
Recording Devices : Main products in this category are
disk drives, thermal printer heads, and optical pickups.
d.
Other Electronic Components : Main products in this category are organic
electroluminescence displays, anechoic chambers and mechatronics.
Heads for hard
Recording media : Consists of audiotapes, videotapes, CD-Rs, MiniDiscs(MDs),
DVDs, tape-based data storage media for computers.
As of December 31, 2007, TDK’s manufacturing operations are conducted
primarily at 36 plants in Japan and 25 plants overseas; and operations via 64
overseas subsidiaries and 18 Japanese subsidiaries.
4
1.2.2.
Paid-Up Capital
The Offeror’s Articles of Incorporation provides that the total number of shares
authorized to be issued is 480,000,000 shares. As of December 31, 2007, the
Company’s paid-up capital was JPY32,641,976,312 comprising of 129,590,659 issued
shares, including 636,404 shares that are held by the Company as treasury stock
(There is no concept of “par value” of shares of capital stock under the Company Law
of Japan).
1.2.3.
List of the Tender Offeror’s Major Shareholders as of September 30, 2007
Name of Shareholder
Number of
Shares Held
(Shares)
% of
Voting
Rights2
1.
Japan Trustee Services Bank, Ltd.(Trust account)
13,923,200
10.80
10.80
2.
The Master Trust Bank of Japan, Ltd.(Trust account)
13,633,700
10.57
10.58
3.
Matsushita Electric Industrial Co., Ltd.
6,249,608
4.85
4.85
4.
Japan Trustee Services Bank, Ltd.(Trust account 4)
2,423,200
1.88
1.88
5.
Deutsche Securities Inc.
2,369,261
1.84
1.84
6.
CALYON DMA OTC
2,198,906
1.71
1.71
7.
Nippon Life Insurance Company
2,139,630
1.66
1.66
8.
Tokio Marine & Nichido Fire Insurance Co., Ltd.
2,132,245
1.65
1.65
9.
BNP Paribas Securities (Japan) Ltd.
1,852,760
1.44
1.44
1,755,100
1.36
1.36
48,677,610
37.76
37.77
10. Trust & Custody Services Bank, Ltd.(Securities
investment trust accounts)
Total
Note :
1.2.4.
% of
Shares
Held1
1. The percentage of shares held is calculated deducting 636,404 shares of treasury stock
2. Voting rights is under the “Unit” share system where 100 shares of TDK constitute one unit.
Shareholders shall have one voting right for each unit of shares that they hold. Any number of
shares less than a full unit will carry no voting rights.
List of Tender Offeror’s Board of Directors as of December 10, 2007
Name
Position
Hajime Sawabe
Chairman and CEO
Takehiro Kamigama
President and COO
Jiro Iwasaki
Director
Shinji Yoko
Director
Yasuhiro Hagihara
Director
Seiji Enami
Director
Minoru Takahashi
Director
5
1.2.5.
Summary of Financial Position and Performance of the Tender Offeror
Year Ended March 31
(Japanese Yen Millions,
Except per share items)
2005
2006
Total Assets
808,001
923,503
Total Liabilities
168,934
221,084
226,592
224,685
Paid-Up Capital
32,641
32,641
32,641
32,641
644,229
716,393
776,915
757,871
5,162
13,974
14,203
2,629
Total Equity
- Minority Interest
- Shareholders’ Equity
2007
9 Month
Ended Dec.
31, 20074
989,304
982,556
639,067
702,419
762,712
755,242
1
Total Revenues
661,310
801,195
871,512
665,364
Total Expenses2
600,582
735,092
782,847
618,206
Net Income
33,300
44,101
70,125
56,339
Net Income per Share3 (JPY/Share)
251.71
333.50
529.88
434.75
70
90
110
60
4,841
5,321
5,778
5,827
132,245
132,267
132,434
129,591
Dividend per Share (JPY/Share)
Book Value per Share (JPY/Share)
# of Shares Outstanding (’000 shares)
Note:
1. Total Revenue includes Net Sales, Interest and Dividend Income, Foreign Exchange Gain, Gain on Business
Transfer to Imation Corp. and Other income.
2. Total Expenses incorporates Cost of Goods Sold, Selling, General, and Administrative Expenses Interest Expense,
Foreign Exchange Loss, Restructuring Costs, Loss on Business Transfer to Imation Corp. and other expenses.
3. Net Income per Share is based on Basic Net Income per Share for each period ending.
4. The 9 month ended for Fiscal Year 2008 financial statements has not been audited but has been reviewed by the
auditor. (http://www.tdk.co.jp)
5. The latest audited financial statements are attached in Appendix D.
1.2.6.
Significant encumbrances as per the notes to financial statements audited by the
auditor
According to notes to TDK’s audited financial statement as of March 31, 2007, TDK
has committed to purchase property, plant and equipment amounting to
approximately JPY 18,882 million (approximately 1.90% of its total assets) or about
THB 5,592 million. In addition, TDK has entered into several purchase agreements
with certain suppliers whereby TDK committed to purchase a minimum amount of raw
materials to be used in its products. Future minimum purchases remaining under the
agreements approximately JPY 6,196 million (approximately 0.60% of TDK’s total
assets) or about THB 1,835 million.
As of March 31, 2007, TDK and some of its subsidiaries have provided guarantees to
third parties in respect of bank loans to employees. The maximum amount of which
TDK would have to make in the event of a complete default is JPY 5,286 million
(0.50% of TDK’s total assets) or about THB 1,566 million.
On March 15, 2007, TDK reached an agreement with Alps Electric Co., Ltd. (“Alps”)
under which TDK will acquire the equipment and intellectual property rights of Alps.
On September 26, 2007, TDK concluded such asset purchase and the actual transfer
of assets is planned to be completed by the end of February 2008. If the transaction
under this contract cannot be completed, TDK is obliged to pay JPY 6 billion
(approximately 0.60% of TDK’s total assets) or about THB 1,777 million to Alps as a
breakup fee.
Note : Amounts reflected in Thai Baht in Part 2 Clause 1.2.6 are approximately based on the average currency
exchange rate of THB 29.618 per JPY 100 as reported by the Bank of Thailand on March 30, 2007.
6
1.2.7.
Criminal records over the preceding five years of the Offeror and/or of a person
authorized to bind the Offeror
- None -
1.2.8.
Pending litigation of the Offeror and/or their executives
- None -
2.
3.
Information on the Tender Offer Preparer
Name
:
Status
:
Financial Advisor to the Tender Offeror
Address
:
179/108 South Sathon Road
Telephone
:
(02) 670-9100
Fax
:
(02) 286-7222
Information on Other Advisor
Name
:
Deacons (Price Sanond Prabhas & Wynne)
Status
:
Legal Advisor to the Tender Offeror
Address
:
Q House Sathorn, 16th Floor
11 South Sathon Road
Telephone
:
(02) 679-1844
Fax
:
(02) 679-1864
4.
Relationship Between the Tender Offeror and the Company, Major Shareholders or
Directors of the Company
4.1.
Summary of Contracts/ Agreements/Memorandum of Understanding Made by the
Tender Offeror Prior to the Submission of the Tender Offer for the Purpose of Buying
and
Selling
the
Company’s
Securities,
Irrespective
of
Whether
such
Contracts/Agreements/Memorandum of Understanding were Entered into for the
Purpose of Buying and Selling the Securities Under the Tender Offer
On August 29, 2007, the Offeror signed a Share Sale and Purchase Agreement and a Put and
Call Option Agreement with MIL (now known as “Innotek Limited”) to purchase 1,341,064,623
shares or approximately 64.32% of the Company’s total paid-up shares in exchange for
consideration of USD106.5 million, or about USD0.07941 per share. Under the Share Sale
and Purchase Agreement, there were a number of conditional precedents, the major
conditions of which are described below:
1) MIL obtaining approval of its shareholders for the sale of the shares in the
Company and for the sale of the option shares under the Put and Call Option
Agreement;
2) MIL obtaining approval of its shareholders to change the name of the Seller to a
name other than “Magnecomp”, “Optimal”, “Acrathon”, “Indest” or “MPT”.
3) MIL obtaining approval of the Singaporean authorities for issuance of a circular to
MIL’s shareholders relating to the sale of the shares and the option shares in the
Company;
7
4) written confirmation from MIL that no member of the Company group owes MIL or
any affiliates of MIL any money or outstanding liabilities or obligations; and
5) no material adverse change (as defined in the agreements) of any member of the
Company group shall have occurred prior to closing of the purchase of the shares.
These conditions precedent have been fulfilled and the Offeror has acquired from MIL a total
of 1,341,064,623 shares (or approximately 64.32%) of the Company.
In addition, under the Put and Call Option Agreement, the Offeror has acquired from MIL an
option to purchase an additional 208,486,179 shares (or approximately 10.00%) of the
Company (the “Option Shares”). Such option to purchase is exercisable for the price of
USD16.5 million (the “Purchase Price”), or about USD0.07914 per share, within the eighteen
(18) month period starting from completion of the purchase of the 64.32% of the shares of
the Company under the terms of the Share Sale and Purchase Agreement described above
(the “Call Option Period”). Such option to purchase is not subject to conditions precedent.
The Offeror and MIL agreed to enter into the Put and Call Option Agreement to maintain MIL’s
involvement and continued cooperation and assistance during the period of acquisition and
ownership transition of the Company. In addition to the Offeror’s option to purchase the
Option Shares as described above, in case the Offeror has not already purchased the Option
Shares during the Call Option Period, MIL has the option to sell the Option Shares to the
Offeror for the Purchase Price during the 10 business day period after the end of the Call
Option Period. Such option to sell is not subject to conditions precedent.
In addition to the foregoing, the Offeror has on August 29, 2007, entered into an Undertaking
Agreement with MIL whereunder, in consideration of USD5 million, MIL shall, among other
things, (1) change the corporate names, MIL (and its remaining subsidiaries) not to include
the Company’s (and Company subsidiaries’) names, (2) secure MIL’s shareholders approval
for the contemplated acquisition of the Company and (3) take other actions necessary for a
smooth transition of the Company ownership
In addition, under such Undertaking
Agreement, in consideration of securing agreement of another shareholder (Concorde PAPE II
Limited) of Company to sell its 9.47% holding in the Company, for MIL to agree to vote for
delisting of the Company and for other assistance from MIL in the acquisition, Offeror agreed
to pay MIL USD3 million if Offeror acquires not less than 90% of Company and a further
USD200,000 for every additional 1% of Company above 90%. The said consideration is for
services rendered by MIL under the Undertaking Agreement and is separate from the
purchase price under the Share Sale and Purchase Agreement.
Lastly, Concorde (PAPE II) Limited, another shareholder of the Target, agreed in the Letter of
Undertaking dated August 29, 2007 addressed to Offeror to accept the tender offer of Offeror
to sell its 197,509,212 shares in the Company (approximately 9.47% of the Company’s total
paid-up shares).
4.2.
Shareholding, Either Direct or Indirect, by the Tender Offeror or Its Authorized
Persons in the Company or the Company’s Major Shareholders
As of February 11, 2008, the Offeror holds 1,856,190,796 shares representing 88.99% of the
Target’s total paid-up shares. In addition, the Offeror also has the option to purchase an
additional 208,486,179 shares, representing 10.00% of the Target’s total paid-up shares, in
accordance with the Put and Call Option Agreement with Magnecomp International Limited (of
Singapore) (currently known as Innotek Limited).
4.3.
Shareholding, Either Direct or Indirect, by the Company or Its Major Shareholders in
the Tender Offeror Prior to the Acquisition of the Company’s Shares
-None-
8
4.4.
Other Relationships (in cases where the Tender Offeror has other relationships with the
Company, Major Shareholders or the Directors of the Company)
4.4.1
Summary of Patent License Agreement between TDK Corporation and Magnecomp
International Limited
On January 1, 2005, TDK Corporation (the “Offeror”) signed a Patent License
Agreement with Magnecomp International Limited (of Singapore) (“MIL”) (now known
as “Innotek Limited”) to :
1.
grant to MIL and Optimal Technology Limited (“Optimal”) a non-exclusive license
(without MIL’s or Optimal’s right to sublicense, transfer or assign such license) to
manufacture, have manufactured, use, sell, lease, import and offer to sell
products under certain Fujitsu Patents until the last expiry date of said Fujitsu
Patents; and
2.
grant to MIL and its subsidiaries (including Optimal) a non-exclusive license
(without MIL’s or its subsidiaries’ right to sublicense, transfer or assign such
license) to manufacture, have manufactured, use, sell, lease, import and offer to
sell and otherwise transfer, create and develop products under certain TDK
Patents and certain TDK Patents Applications until the last expiry date of said TDK
Patents and TDK Patents Applications.
The patents described above are indicated in the table below
Country
Application
No.
Patent
No.
1.
Japan
H9-132466
3340352
2.
Japan
2001-314738
3878830
Method for Manufacturing Suspension Element for Magnetic Head
3.
Japan
2001-385114
pending
4.
Japan
2002-188127
3953370
Equipment for manufacturing Suspension Element for Magnetic Head
5.
USA
08/961594
6106688
6.
USA
10/880519
7144687
4.4.2
Title
Equipment and Method for Manufacturing Suspension Element for
Magnetic Head
Summary of USD60 million Loan Agreement between TDK Hong Kong Co. Ltd.
(“TDKHK”) and MPT and Subsequent Replacement USD60 million Loan Agreement
between SAE Magnetics Limited (Hong Kong) (“SAE”) and MPT.
On November 15, 2007, TDKHK, as lender signed a Loan Agreement with MPT to lend
MPT USD60 million for a loan term maturing three calendar months from drawdown.
The interest rate for the loan is three-month LIBOR plus 1/32 percent per annum
which rate is determined on the drawdown date. Accrued interest is payable on the
maturity date. There are no collaterals securing the loan nor covenants in respect of
the loan. The purpose of the loan is to fund the working capital of MPT.
Upon maturity in February 2008 of said loan of USD60 million from TDKHK to MPT,
SAE will, under a loan agreement signed on January 31, 2008, extend a replacement
USD 60 million loan to MPT on the same terms and conditions as above except that
the interest rate for the loan is three-month LIBOR plus 1/64 percent per annum
which rate is determined two business days prior to the drawdown date.
4.4.3
Summary of USD22 million Loan Agreement between TDK Hong Kong Co., Ltd.
(“TDKHK”) and Acrathon Precision Technologies (Hong Kong) Ltd. (“Acrathon”) and
Subsequent Replacement USD22 million Loan Agreement between SAE and Acrathon.
On November 7, 2007, TDKHK, as lender signed a Loan Agreement with Acrathon to
lend Acrathon USD22 million for a loan term maturing three calendar months from
drawdown. The interest rate for the loan is three-month LIBOR plus 1/32 percent per
annum which is determined on the drawdown date. Accrued interest is payable on the
maturity date. There are no collaterals securing the loan nor covenants in respect of
the loan. The purpose of the loan is to fund the working capital of Acrathon.
9
Upon maturity in February 2008 of said loan of USD22 million from TDKHK to
Acrathon, SAE will, under a loan agreement signed on January 31, 2008, extend a
replacement USD22 million loan to Acrathon on the same terms and conditions as
above except that the interest rate for the loan is three-month LIBOR plus 1/64
percent per annum which rate is to be determined two business days prior to the
drawdown date.
4.4.4
Summary of an additional USD23 million Loan Agreement between SAE Magnetics
Limited (Hong Kong) (“SAE”) and MPT.
On January 21, 2008, SAE, as lender signed an additional Loan Agreement with MPT
to lend MPT USD23 million for a loan term maturing three calendar months from
drawdown. The loan is to be drawn in three tranches, USD5 million on January 23,
2008, USD5 million on February 4, 2008 and USD13 million on February 25, 2008.
The interest rate for the loan is three-month LIBOR plus 1/64 percent per annum
which rate is to be determined two business days prior to the drawdown date.
Accrued interest is payable on the maturity date. There are no collaterals securing the
loan nor covenants in respect of the loan. The purpose of the loan is to fund working
capital of MPT.
On January 30, 2008, MPT and SAE signed a supplemental agreement mutually
agreeing to cancel the availability of the second (USD5 million) and third (USD13
million) tranches of the USD23 million loan described immediately above. Therefore,
the loan amount is reduced to USD5 million (i.e., the first tranche drawdown). In
addition, MPT, on January 30, 2008, issued a notice of early repayment on February
14, 2008 to SAE of said USD5 million drawdown.
4.4.5
4.4.6
Summary of Non-Disclosure Agreements between SAE Magnetics Limited (Hong Kong)
(“SAE”) and Optimal Technology Limited (Hong Kong) (“Optimal”)
1.
On November 6, 2002 and April 7, 2003, SAE and Optimal entered into a general
non-disclosure agreement with respect to normal business activities between the
companies. In respect of same, the parties agreed to keep all private disclosed
information (unless already in the public domain) confidential. This agreement
continues until terminated by mutual agreement.
2.
February 5, 2007 and February 9, 2007 SAE and the Company entered into a
general non-disclosure agreements with respect to normal business activities
between the companies. In respect of same, the parties agreed to keep all
private disclosed information (unless already in the public domain) confidential.
This agreement continues until terminated by mutual agreement.
Summary of Supplemental Agreement for Consigned Materials and JIT Hub between
SAE Magnetics Limited (Hong Kong) (“SAE”) and Optimal Technology Limited (Hong
Kong) (“Optimal”)
On June 24, 2004, SAE and Optimal entered into an agreement where under Optimal,
as a supplier of consigned materials to SAE, may store certain goods in the JIT Hub of
SAE and whereunder the terms and conditions of the JIT Hub arrangements are
agreed. Under the terms and condition, title to the consigned materials are transferred
to SAE only after the materials are extracted by SAE from the JIT Hub. This
agreement continues until terminated by mutual agreement.
4.4.7
Summary of Hong Kong-China Direct Car Service Agreement between SAE Magnetics
Limited (Hong Kong) (“SAE”) and Optimal Technology Limited (Hong Kong)
(“Optimal”)
On November 10, 2003, SAE and Optimal entered into an agreement where under
Optimal granted to SAE licenses to use the Hong Kong-China Direct Car Service under
Optimal’s name. SAE agrees to be responsible for all the expenses in relation to the
use of the Direct Car Service under the name of Optimal, including any registration
10
and license fees of the car and insurance. This agreement continues until terminated
by mutual agreement.
5.
Other Relevant Information to Support the Securities Holders’ Decision Making
5.1.
Securities Held by the Tender Offeror Before Making the Tender Offer
5.1.1.
Ordinary Shares (As of February 11, 2008)
Name
I. The Offeror
Types of
Shares
Number of
Shares
% of Paidup Shares
% of Voting
Rights1
Ordinary
1,856,190,796
88.99
88.99
Ordinary
208,486,179
10.00
10.00
Total
2,064,676,975
98.98
98.98
II. Persons in the Same Group as the Offeror
-
III. Persons under Section 258 of the persons
specified in I and II
-
IV. Other agreements for acquisition of additional
securities of persons in I to III
a. Shares per Put and Call Option Agreement2
Note:
1.
2.
On December 20, 2007, the Company increased its paid-up capital from 2,084,861,788 shares to 2,085,861,788
shares due to the exercising of the ESOP warrants.
On August 29, 2007, the Tender Offeror entered into a Put and Call Option Agreement with Magnecomp
International Limited (of Singapore) with the option to purchase an additional 208,486,179 shares within 18
months after the purchase of 1,341,064,623 shares as per the Share Sale and Purchase Agreement.
5.1.2.
Other Convertible Securities
-None-
5.1.3.
Others
-None-
5.2.
Source of Funds for Purchase of Securities by the Tender Offeror
If all shareholders accept the Tender Offer at the Offer Price of THB 2.70 per share, the
Offeror will require a total amount of THB 620,111,678.40 for the Company’s remaining
229,670,992 ordinary shares, which includes shares under the Put and Call Option
Agreement, and an additional THB 296,898,747.30 for 109,962,499 ordinary shares if all
ESOP warrants are exercised, for a total of THB 917,010,425.70. The Offeror’s source of fund
for this Tender Offer comes from liquid financial instruments and internal cash, including
working capital
Trinity Advisory 2001 Company Limited, as the Tender Offer Preparer, has considered the
financial status of the Offeror and cross-checked with the audited 2007 financial statements
for the year ended March 31, 2007, and deemed that the Offeror has sufficient funds to make
and complete of this Tender Offer.
5.3.
Share Sale Plan
The Offeror has no intention to sell or transfer any significant amount of the Company’s
shares within the 12 month period from the end of the Tender Offer Period, except if the
Offeror is obliged to comply with any legal and/or regulatory requirements then in force from
governmental or regulatory authorities who have jurisdiction over the operations of the
Offeror or the share transfer within the group companies of the Offeror for rationalization
purposes of shareholding structure inside the corporate group.
5.4.
Other Essential Information
-None11
Part 3
Details of the Company
1.
Company Profile
1.1
Nature of Business
Magnecomp Precision Technology Public Company Limited (“MPT” or the “Company” or the
“Target”) was created in 2005 through a merger between Data Storage Division of MILand KR
Precision Public Company Limited (“KRP”). The Target is principally engages in the designing
and manufacturing of precision suspension assemblies and suspension related components for
use in HDDs for the data storage and electronics industries. Its parent company is
Magnecomp International Limited (of Singapore) (“MIL”) (now known as “Innotek Limited”), a
company incorporated in Singapore and listed on the main board of the Singapore Exchange
Limited (“SGX”).
On February 1, 2005, KRP and MIL completed the merger transaction with issuance of
1,418,451,600 new ordinary shares of the Target at par value of THB10 each in consideration
for the injection of MIL Data Storage Division with net asset value of THB2,100 million. On
February 4, 2005, the Target registered with the Ministry of Commerce to change its name
from K.R. Precision Technology Public Company Limited to Magnecomp Precision Technology
Public Company Limited. Later, on February 28, 2005 the Target issued 130,926,788 shares
to MIL for an additional 49% stake in Optimal Technology Limited (“Optimal”), a company
incorporated in Hong Kong. On November 16, 2007, TDK Corporation of Japan submitted the
Tender Offer to purchase ordinary shares of the Target. As of January 3, 2008 (the latest
closing date of the shareholders register book), TDK directly holds 88.93% of the Target’s
total paid-up shares.
The Target has manufacturing facilities in Thailand and China. It also has a design center
located in California (United States of America). Products manufactured by the Target include :
1.
Suspension Assemblies : Trace Suspension Assemblies (TSAs), Flex on Suspension
Assemblies (FSAs) and additive circuit products such as Additive Circuit Gimbals
(ACGs) and Circuit Integrated Suspensions (CISs).
2.
Attachment Products : Swage plates for conventional attachment via a swaging
operation to the head stack, or a unamount arm, which eliminates the requirement for
a separate actuator arm.
3.
Etched Components : Chemically etched metal components for suspension products,
such as flexures and load beams, and for non-suspension related products (via a
subsidiary).
The Company’s Corporate Structure
The Target has subsidiary companies specializing in chemical etching and additive
circuits supporting its core business. Its group structure as of December 31, 2007 can
be summarized as follows :
12
MPT*
100%
100%
Acrathon Precision
Technology Ltd.
Magnecomp Labuan Inc.
100%
100%
100%
Magnecomp Technology
Ltd.*
Indest Corporation
Acrathon Precision
Technologies (HK) Ltd.*
100%
Optimal Technology Ltd.*
100%
Magnecomp Corporation
Remark : * Represents the manufacturing base of the Company and its subsidiaries
Summary of the Target’s Subsidiaries are as follows :
Business
Company
Country of
Incorporation
Principal Activities
Magnecomp Precision Technology
Public Company Limited (MPT)
Thailand
Magnecomp
(MCTL)2
(Thailand)
Limited
Thailand
Magnecomp
(MCHK) 3
Technology
Limited
Hong Kong
Technologies
Hong Kong
Optimal Technology Limited (OPT) 1
Hong Kong
Research
and
Development
Magnecomp Corporation (MCTM)
(100%
owned
by
Indest
Corporation)
USA
Holding
Company
Magnecomp Labuan Inc.
Manufacturing and sale
of suspension
assemblies
of suspension
assemblies
of suspension
assemblies
of suspension
components, and
encoder
of Flex Suspension
Assemblies (FSA)
Research, develop and
sell high precision
prototype suspension
assemblies
Holding company for
investment
Holding company and
property investments
Property investment
Suspension
Assemblies
Acrathon Precision
(HK) Limited (APT) 1
Malaysia
1
USA
Indest Corporation
Others
Acrathon
Limited
Precision
Technology
Thailand
Registered
/ Paid-up Capital
(As of December 31,
2007)
THB 3,957,773,458/
THB 3,754,551,218
THB 56,250,000 /
THB 56,250,000
HK$ 350,000,000 /
HK$ 270,315,000
HK$ 500,000 /
HK$ 500,000
HK$ 100,000,000 /
HK$ 100,000,000
USD 1,000,000 /
USD 431,157
THB 5,000,000,000 /
THB 3,122,318,748
USD 1,000,000 /
USD 50,000
THB 20,000,000 /
THB 20,000,000
Notes:
1. Represents the companies that are held 100% by Magnecomp Labuan, Inc.
2. On December 26, 2006, Magnecomp (Thailand) Limited filed for liquidation with the Ministry of Commerce.
3. Ceased operation
13
1.2
Summary of Financial Position and Operational Performance
2004
(THB Millions)
Company
Total Assets
2005
Consol.
Company
9 Month Ended
Sept. 30, 2007
2006
Consol.
Company
Consol.
Company
Consol.
1,441.64
4,390.97
7,017.19
9,259.50
7,879.41
8,770.82
7,268.33
7,418.87
773.24
3,330.17
2,147.00
4,389.31
4,239.14
5,130.56
4,087.54
4,761.18
6,024.74
6,024.74
22,217.63
22,217.63
6,596.29
6,596.29
3,957.77
3,957.77
3,546.13
3,546.13
20,841.88
20,841.88
6,254.59
6,254.59
3,752.75
3,752.75
668.40
668.40
4,870.19
4,870.19
3,640.27
3,640.27
3,180.79
2,657.69
910.96
5,469.23
2,481.12
9,484.35
4,105.17
9,784.65
6,320.15
7,097.57
Total Expenses
1,616.56
5,076.56
2,080.39
8,763.98
4,859.02
10,521.68
6,599.43
7,744.65
Net Income
(729.27)
259.25
352.27
553.76
(898.39)
(898.39)
(450.88)
(890.86)
(2.06)
0.73
0.20
0.32
(0.43)
(0.43)
(0.22)
(0.43)
-
-
-
-
-
-
-
-
1.88
1.88
2.34
2.34
1.75
1.75
1.53
1.27
Total Liabilities
Registered Capital
Paid-Up Capital
1
Total Equity
Total Revenue2
3
Net Income per Share4
Dividend per Share
Book Value per Share
Note :
1. On December 20, 2007, the Target increased its paid-up capital from 2,084,861,788 shares to 2,085,861,788 shares, or THB
3,754,551,218 due to the exercise of ESOP warrants.
2. Total Revenue includes Net Sales, Dividend Income, Gain from Foreign Exchange, and Other Income.
3. Total Expenses incorporates Cost of Goods Sold, Selling, General, and Administrative Expenses, Investment Impairment,
Goodwill Amortization, Loss on Foreign Exchange and Restructuring and Severance Charges.
4. Net Income per Share is based on Basic Net Income per Share for each period ending.
5. The shareholders are able to review the Company’s financial statements from the SEC’s website at www.sec.or.th or the
SET’s website at www.set.or.th.
1.3
Shareholding Structure
1.3.1
List of Major Shareholders as of January 3, 2008 (as of the latest closing of
Shareholders’ Register Book)
Name of Shareholder
Shareholding Structure Before Tender Offer
Number of
Shares Held
(Shares)
1. TDK Corporation1
2
2. Magnecomp International Company Limited
% Shares
Held
% Voting
Rights
1,855,027,196
88.93
88.93
10.00
208,486,179
10.00
3. Clearstream Nominees Ltd.
5,455,918
0.26
0.26
4. Thai NVDR Ltd.
1,667,770
0.08
0.08
5. UBS AG SINGAPORE,BRANCH-PB SECURITIES CLIENT CUSTODY
1,400,000
0.07
0.07
6. Mr. Somkiet Suksrikarn
600,000
0.03
0.03
7. TSD for Depositors
435,732
0.02
0.02
8. Ms. Sirifah Srijitr
400,000
0.02
0.02
9. Mr. Angkur Ruechakhanit
355,000
0.02
0.02
10. Mr. Piyapong Piyatrakulrat
350,000
0.02
0.02
2,074,480,033
99.45
99.45
Total
Source : The Company
Note :
1.
As of February 11, 2008, TDK held 1,856,190,796 shares of the Company.
2.
On August 29, 2007, the Tender Offeror entered into a Put and Call Option Agreement with Magnecomp
International Limited (of Singapore) (currently known as Innotek Limited) with the option to purchase an
additional 208,486,179 shares within 18 months after the purchase of 1,341,064,623 shares as per the Share
Sale and Purchase Agreement.
14
1.3.2
List of Shareholders After the Tender Offer
In the event that all tendered ordinary shares are offered for sale by the Offerees, the
shareholding structure of the Company will be as follows :
Name of Shareholder
Shareholding Structure After Tender Offer
Number of Shares
Held (Shares)
1. TDK Corporation
1
2. Magnecomp International Limited
Total
% of Shares
Held
% of Voting
Rights
1,877,375,609
90.00
90.00
208,486,179
10.00
10.00
2,085,861,788
100.00
100.00
Note : 1. Currently known as Innotek Limited
1.4
The Company’s Board of Directors According to the most recent Director Register
and the Expected List of Directors of the Company after the Tender Offer
1.4.1
Board of Directors Before the Tender Offer as of December 31, 2007
Position
Name
Mr. Chakchai Panichapat
Chairman of the Board of Directors / Member of the Audit
Committee / Independent Director
Mr. Teppei Watanabe1
Director
Mr. Yong Kok Hoon
Director
Mr. Albert Ong Kim Guan
Director / President
Mr. Prakit Pradipasen
Chairman of the Audit Committee / Independent Director
Asso. Prof. Dr. Kulpatra Sirodom
Member of the Audit Committee / Independent Director
Note : 1. Director representing TDK
Mr. Teppei Watanabe, a director of the Company, is an employee of TDK.
1.4.2
Board of Directors After the Tender Offer
Position
Name
Mr. Chakchai Panichapat
Chairman of the Board of Directors / Member of the Audit
Committee / Independent Director
Mr. Teppei Watanabe1
Director
Mr. Yong Kok Hoon
Director
Mr. Albert Ong Kim Guan
Director / President
Mr. Prakit Pradipasen
Chairman of the Audit Committee / Independent Director
Asso. Prof. Dr. Kulpatra Sirodom
Member of the Audit Committee / Independent Director
Note : 1. Director representing TDK
Upon the completion of the Tender Offer, the Offeror may make adjustments to the
Target’s Board of Directors as deemed appropriate. For example, the Offeror may
appoint more of its representatives to be on the Company’s Board of Directors. Should
there be such a change in the board composition, the Company’s Board of Directors
and/or shareholders will take appropriate actions to comply with the Company’s
Articles of Association and the Public Company Limited Act 1992.
15
1.5
The Highest and Lowest Price of the Company’s Share in Each Quarter During the
Past Three Years
Year
Quarter
Highest & lowest price (THB per share)
2005
Jan. – Mar.
2.52
4.76
Apr. – Jun.
3.08
5.80
Lowest price
2006
2007
Highest price
Jul. – Sep.
3.94
5.20
Oct. – Dec.
4.16
4.92
Jan. – Mar.
4.38
5.20
Apr. – Jun.
2.02
5.50
Jul. – Sep.
1.86
2.66
Oct. – Dec.
1.60
2.46
Jan. – Mar.
1.81
2.24
Apr. – Jun.
1.63
2.86
Jul. – Sep.
2.06
2.86
Oct. – Dec.
2.52
2.68
Source: The Stock Exchange of Thailand
2.
Business Plan After the Business Takeover
2.1
The Company Status
After receiving final approval for delisting from the SET, the Offeror will proceed with the
delisting of the Target’s ordinary shares from the SET. Consequently, the Target will become a
non-listed company and, thus, will not be obligated to publicly disclose information required of
listed companies.
The Offeror has no intention to sell the shares of the Company within twelve months from the
end of the Tender Offer period, except if the Offeror is obliged to comply with any legal and/or
regulatory requirements then in force from governmental or regulatory authorities who have
jurisdiction over the operations of the Offeror or the share transfer within the group
companies of the Offeror for rationalization purposes of shareholding structure inside the
corporate group.
2.2
Business Operation Policies and Plans
Over the period of 12 months following the completion of the Tender Offer, the Offeror does
not intend to materially or significantly change the business objectives, the core business,
policies, business organization, organizational structure, personnel, acquisition of core assets,
expansion of production capacity, disposition of major assets or dividend payment policy of
the Target. However, the Offeror may adjust the organizational structure of the Target to
achieve rationalization of the business prospects of the Target and the Offeror.
Nonetheless, if there are circumstances that significantly affect the Target’s business
operation or the Offeror is required to comply with any applicable rules and regulations, the
Offeror may change the Target’s business plans or policies as deemed appropriate.
Over in the long term, after the acquisition and the Target becoming another subsidiary of the
Offeror, the Offeror may adjust the Target’s strategies to enhance the synergies of the
transactions for companies within the corporate group.
2.3
Connected Transactions
2.3.1
Before the Tender Offer
1) Transactions between the Offeror and the Offeror’s subsidiary and the Target and
the Target’s subsidiary, Optimal Technology Limited (Hong Kong) (“Optimal”) are
in the form of the purchase of goods and maintenance cost sharing. The
transactions can be summarized as follows :
16
Amount in (HKD’000)
Year
Ending
March 31,
2006
Transaction
Year Ending
March 31,
2007
Six Month
Ending
September
30, 2007
TDK or TDK’s subsidiary purchase from MPT
85,338
8,727
21,536
TDK or TDK’s subsidiary purchase from Optimal
23,285
3,919
1,611
Optimal’s lease payment to TDK or TDK’s subsidiary
419
419
210
Optimal’s maintenance service payment to TDK or TDK’s subsidiary
543
686
520
Source : TDK Corporation
All connected party transactions will be carried out in accordance with the related
party transaction policies of TDK and its subsidiaries and MPT and its subsidiaries,
such that said transactions are in accordance with the legal and statutory
requirements of the applicable countries of operations.
2) Transactions between Magnecomp International Limited (of Singapore) (“MIL”) and
the Target and the Target’s subsidiaries are in the form of management fee and
financial support charges. The transactions can be summarized as follows:
Amount in (THB’ 000)
Transaction
Year Ending
December 31,
2005
Management fee
paid to MIL
Financial support
charge paid to
MIL
Interest
expenses paid to
MIL
Year Ending
December 31,
2006
For the thirty
nine-week
period ending
September
30, 2007
18,000
13,500
At cost or a total value
of approximately THB 18
million for the year
(2005: Cost plus 5% and
totally THB 87 million for
the year
47,759
42,523
1% of total outstanding
balances of all forms of
corporate guarantees
and securities given by
MIL set off against the
guarantees provided to
MIL by MPT and MPT’s
subsidiaries.
87,439
-
21,700
-
-
Pricing Policy
Interest rate of 3
month’s LIBOR plus
2.5% per annum
Source : MPT’s audited financial statements
2.3.2
After the Tender Offer
The Offeror or subsidiaries within the Offeror’s group will maintain the policy of
continuing the related party transactions with the Target and/or its subsidiaries in the
future, with the amount and types of transactions depending on the demands received
from customers of the Offeror and/or its subsidiaries. The Offeror may also provide
additional financial support in the form of loans to the Target. In addition, a
subsidiary of the Offeror may provide certain support services to the Target’s group in
the future. These support services to the Target’s group may include technical
support, IT support, and engineering support.
17
Part 4
Additional Details of the Tender Offer
1.
Offer Acceptance Procedure
An Offeree who intends to either offer all or a portion of his/her/its ordinary shares in MPT
must comply with the following procedures :
1.1
Complete and clearly sign both sections of the “Tender Offer Acceptance Form” as
set forth in Appendix A2 for ordinary shares or B2 for NVDR
1.2
Enclose the following supporting documents
1.2.1
If shares are held in the form of share certificates, all share certificates must be
endorsed with the signature of the Offeree in the column labeled “Signature of the
Transferor” on the back of each share certificate. The endorsed share certificates
must be submitted along with two copies of the duly signed supporting documents
mentioned in Clause 1.2.3 below.
The Offeree must submit the said endorsed share certificates and documents to the
Tender Offer Agent at its office during the business days and times as specified in
Clause 1.3.1 below. If the share certificates are lost or missing, the Offeree must
contact the Thailand Security Depository Co., Ltd. (“TSD”) for reissuance of the share
certificates. Because the reissuance process by TSD may take up to approximately
two weeks, the Offeree should allow sufficient time to contact the TSD in advance of
the end of the tender offer period.
1.2.2
1.2.3
If shares are held in the form of scripless shares deposited with the TSD, the
Offeree must contact the relevant securities broker and submit the support documents
to transfer the tendered scripless shares into the following account of the Tender Offer
Agent :
-
For a Thai Shareholder
Account Name :
Trinity Securities Company Limited for Tender Offer
Account Number : 022-000000015-9
-
For a Foreign Shareholder or NVDR Holder
Account Name :
Trinity Securities Company Limited for Tender Offer
Account Number : 022-000000015-9
Supporting documents required are as follows :
Individual
Thai Individual : A certified copy of his/her Identification Card or Civil
Servant Identification Card or State Enterprise Employee Card (in the case of
a Civil Servant Identification Card or a State Enterprise Employee Card, a
certified copy of his / her house registration is also required).
-
Foreign Individual : A certified copy of his / her Alien Certification or
passport.
Juristic Person
Thai Juristic Person : A copy of company affidavit issued by the Ministry of
Commerce, not more than 12 months prior to the last day of the Tender Offer
period, certified by authorized signatory(ies) of the juristic person and affixed
with the company seal (if applicable); and
A certified copy of the Identification Card or Civil Servant Identification Card
or State Enterprise Employee Card of the authorized signatory(ies). In the
case of the Civil Servant Identification Card or State Enterprise Employee Card
is provided without the Identification Number, a certified copy of his/her
18
house registration is also required. If the authorized signatory(ies) is a
foreigner, a certified copy of his/her Alien Certification or passport is required.
-
For a Foreign Juristic Person : A copy of the certificate of incorporation,
memorandum of association, and the company affidavit (or equivalent
corporate documents), issued by the authorized regulatory body of the
country where the juristic person is established and issued not more than 12
months prior to the last day of the Tender Offer period (all of such corporate
documents must be certified by the authorized signatory(ies) of the juristic
person and a certified copy(ies) of passport(s) of the authorized
signatory(ies), including the specimen of the director(s)’s or authorized
signatory(ies)’s signature(s) is required.
All of the above documents must be certified by a notary public or any other
authorized agency in the country where the documents were prepared and
then authenticated by an official of the Thai Embassy or the Thai Consulate in
the country where the documents were prepared. The authentication must
not be issued more than 12 months prior to the last day of the Tender Offer
period.
1.2.4
Where the Offeree is a juristic person carrying on business outside Thailand
In case the Offeree is not residing in a country which has a tax treaty with Thailand or
the Offeree is residing in such a country but is not exempt from applicable withholding
tax liability, such Offeree is required to declare the cost basis for the shares for
withholding tax purposes, which amount to a 15% (Fifteen Percent) tax on the capital
gain (the difference between the Offer Price and the cost basis), by completing and
submitting a “Confirmation of Securities Cost Form,” which is attached as Appendix A3
for ordinary shares and Appendix B3 for NVDRs, together with evidence
demonstrating the cost basis. If the Offeree fails to declare the cost basis and submit
proper evidence of the cost basis, the Tender Offer Agent will determine the amount
of the withholding tax on the basis of the entire proceeds from the sale of the
securities and deduct the tax accordingly.
1.2.5
Where the Offeree is represented by an authorized representative
Additional documents required are the power of attorney appointing the authorized
representative, as stated in Appendix A4 for ordinary shares or Appendix B4 for
NVDR, affixed with applicable stamp duty of THB30 and a certified copy of
identification documents specified in Clause 1.2.3 as the case may be.
1.2.6
Other documents that the Tender Offer Agent may require
For inquiries regarding to the Tender Offer Acceptance Procedure, please contact the
Office of the Tender Offer Agent at:
Ms. Kulnada Rujjanavate or Mr. Phitsanu Taengthong or Ms. Sunisa Rodlak
Operation Department
Telephone : +66-2-343-9500 ext. 603, ext. 605, or ext. 607
Fax : +66-2-286-6333
19
1.3
Submission of the Tender Offer Acceptance Form
1.3.1
Share Certificate
The Offeree shall submit the completed Tender Offer Acceptance Form together with
the required documents during business days from February 18, 2008 to April 24,
2008 (both days inclusive) from 9:00am to 4:00pm at
Fax : +66-2-286-6333
The Tender Offer Agent will not accept any documents that are submitted by
mail in connection with the Tender Offer.
Note : For share certificates, Tender Offer Acceptance Forms are considered
completed only after the TSD has inspected and approved the share certificates. If
the share certificates have been rejected by the TSD, the Tender Offer Agent will
notify the Offeree and return the share certificates to the Offeree.
1.3.2
Scripless Form (deposited with TSD)
The Offeree shall submit the Tender Offer Acceptance Form and all of the required
documents to his/her securities brokerage company who will collect and submit the
Tender Offer Acceptance Form and the required documents to the Tender Offer Agent.
The forms must be received by the Tender Offer Agent during the Tender Offer Period
of February 18, 2008 to April 24, 2008 (both days inclusive), during business days
from 9:00am to 4:00pm.
1.3.3
NVDR
The Offeree shall comply with the procedures of Tender Offer acceptance for NVDR as
per Appendix B1.
Note : All NVDR holders should submit the Tender Offer Acceptance Form and
supporting documents at least two business days prior to the final day of the Tender
Offer Period.
1.4
Encumbrances on the Tendered Shares
The Offeree must take all necessary actions to release pledges or any other encumbrances on
the tendered shares before accepting this Tender Offer and comply with all requirements for
submitting the Tender Offer Form.
2.
Procedure for the Purchase of Securities
All tendered securities will be purchased, except in the case of Tender Offer Cancellation as
specified in Clause 9 of Part 1 (“Conditions for Cancellation of the Tender Offer”).
3.
Settlement and Payment Procedure
Trinity Securities Company Limited, the Tender Offer Agent, will make payment to the Offeree
on April 29, 2008, the third business day after the last date of the Tender Offer Period. The
payment will be made after the Tender Offer Agent receives the Tender Offer Acceptance
Form along with all of the required documents. The Offeree can choose the method of
receiving payment as specified in the Tender Offer Acceptance Form as follows:
20
Note : In cases where the shares are in share certificate form, the Tender Offer Agent will
make payment to the Offeree on the condition that the share certificates have been verified
and accepted by the TSD. If the TSD rejects the share certificates, the Offeror or the Tender
Offer Agent will not make or be obliged to make any payment to the Offeree. In cases where
the TSD rejects the share certificates, the Offeree will be notified to collect the share
certificates back from the Tender Offer Agent at the address stated above.
3.1
Cheque
Beginning on April 29, 2008 from 9:00a.m. to 4:00 p.m. on business days only, the Offeree
can collect a cheque from the Tender Offer Agent at
Fax : +66-2-286-6333
In the cases where the Offeree sends a representative to collect the cheque, the
representative must present a Power of Attorney affixed with applicable THB30 stamp duty
and accompanying documents as stated in Clause 1.2.3 of the Offeree and of the authorized
representative.
If the Offeree fails to collect the cheque by May 22, 2008 (14 business days from the payment
date), the Tender Offer Agent will send the cheque via registered mail on May 23, 2008 to the
address indicated on the Tender Offer Acceptance Form
Note : For Offerees residing outside of Bangkok, the cheque clearing period may require
additional time, depending on the process of each respective bank.
3.2
Automatic Transfer Through Bangkok Bank Plc. (“BBL”), Siam Commercial Bank Plc.
(“SCB”), Kasikorn Bank Plc. (“KBANK”) and Krungthai Bank Plc. (“KTB”)
(collectively referred to as “Assigned Banks”)
The account for transfer of payment of tendered shares must be a savings or current account
opened with an Assigned Bank. The name of the account holder must be the same as that of
the Offeree stated on the Tender Offer Acceptance Form. The amount will be available in the
account on April 29, 2008 (the third business day following the last date of the Tender Offer
Period).
In case the automatic transfer cannot be completed for any reasons, the Tender
Offer Agent has the right to issue a cheque and notify the Offeree on how to receive the
cheque.
If the Offeree chooses to receive payment for tendered shares by automatic transfer, the
Offeree must provide either a certified copy of the first page of the savings deposit passbook,
which shows the account name and account number or a certified copy of the current account
statement, as applicable.
4.
Rights of Securities Holders Who Have Accepted the Tender Offer
The Offeror, through the Tender Offer Agent, will make payments on April 29, 2008, the third
business day after the last day of the Tender Offer Period, to the Offerees for all shares
tendered. If an event as outlined in Clause 8, Part 1 (“Conditions for change in the Tender
Offer”) occurs, which results in a decrease of the Tender Offer Price, the Offeror will pay the
decreased price to all Offerees who have confirmed their Tender Offer after the announcement
of the decreased price. If the Tender Offer Price has increased, the Offeror will make
payment for all shares at the increased price.
21
5.
Conditions for Withdrawal of the Intention to Sell
5.1
The Last Day for Cancellation of the Tender Offer Acceptance
The last day that the Offeree can cancel the acceptance of the Tender Offer is the 30th
business day of the Tender Offer Period which is March 31, 2008 during the hours of
9:00a.m. to 4:00 p.m.
5.2
Procedures for Withdrawal of the Intention to Sell
5.2.1
Complete and sign the “Tender Offer Cancellation Form” as enclosed in Appendix C2.
5.2.2
Enclose the following supporting documents
1. Evidence of the receipt of share certificates or receipt of transfer of scripless
shares and the Tender Offer Acceptance Form
2. Where the Offeree is an Individual
-
Thai Individual : A certified copy of the Identification Card or Civil Servant
Identification Card or State Enterprise Employee Card (in the case of a Civil
Servant Identification Card or State Enterprise Employee Card, a certified
copy of his/her house registration is also required).
-
Foreign Individual : A certified copy of his/her Alien Certification or
passport.
3. Where the Offeree is a Juristic Person
-
For a Thai Juristic Person : A copy of company affidavit issued by the
Ministry of Commerce, not more than 12 months prior to the last day of the
Tender Offer period, certified by authorized signatory(ies) of the juristic
person and affixed with the company seal (if applicable) and
a certified copy of the supporting documents under Clause 5.2.2(2) of the
authorized signatory.
-
For a Foreign Juristic Person : A copy of the certificate of incorporation,
memorandum of association, and the company affidavit (or equivalent
corporate documents), issued by the authorized regulatory body of the
country where the juristic person is established and issued not more than 12
months prior to the last day of the Tender Offer period; all of such documents
must be certified by the authorized signatory(ies) of the juristic person; and a
certified copy(ies) of supporting documents under Clause 5.2.2(s) of the
authorized signatory.
All of the above documents must be certified by a notary public or any other
authorized agency in the country where the documents were prepared and
then authenticated by an official of the Thai Embassy or the Thai Consulate in
the country where the documents were prepared. The authentication must
not be issued more than 12 months prior to the last day of the Tender Offer
period.
4. If the Offeree appoints a representative, additional documents required are the
power of attorney appointing the authorized representative to conduct the
transaction on behalf of the Offeree, as stated in Appendix C3, affixed with
applicable stamp duty of THB30 and a certified copy of identification documents
specified in Clause 5.2.2(2) or Clause 5.2.2(3) above of the authorized
representative.
5.2.3
Submit the completed Tender Offer Cancellation Form together with the required
supporting documents specified in Clause 5.2.2 above to the office of the Tender Offer
Agent as mentioned in Clause 1.2.6.
22
5.2.4
After receiving and verifying the Tender Offer Cancellation Form and other required
supporting documents specified in Clause 5.2.2 above (all of which are required to be
submitted within the Cancellation Period), the Tender Offer Agent will proceed as
follows :
-
Share Certificates : The Offeree requesting the cancellation must complete,
sign, and submit the Tender Offer Cancellation Form along with the required
supporting documents specified in Clause 5.2.2 The Tender Offer Agent will
then return the share certificates to the Offeree or its authorized
representative on the business day following the submission date of the
Tender Offer Cancellation Form. The Offeree can contact the Tender Offer
Agent to obtain the returned share certificate at the address indicated in
Clause 1.3.1.
-
Scripless Shares : The Tender Offer Agent will transfer the shares on the
next business day after the submission date. The shares transfer will be
through the TSD to the Offeree’s securities brokerage account as specified in
the Tender Offer Cancellation Form.
Note : An Offeree making a cancellation shall receive shares on in the form in which
such shares were tendered (i.e. share certificates or scripless) and cannot request to
change the form of return of the shares.
6.
Determination of the Tender Offer Price
The Offer Price of THB 2.70 is based on the price the Offeror offered to purchase the Target’s
ordinary shares beginning on November 16, 2007, in which the Tender Offer Period of 25
business days ended on December 25, 2007. The price is the highest price paid for Target’s
ordinary shares which have been acquired by the Offeror or related party specified in Section
258, during the period of 90 days before the submission of the Tender Offer Form to the SEC.
6.1.
Methods of Determining the Tender Offer Price
In determining the Offer Price for purchase the Target’s ordinary shares from shareholders,
the Offeror has employed four methodologies as required by the SEC under the regulation
number Kor.Jor. 53/2543 Clause 58, in which the Tender Offer Price for Delisting shall not be
less than the maximum price calculated using the following methods :
1.
The highest price paid for such ordinary shares which have been acquired by the
Offeror or related party specified in Section 258, during the period of 90 days before
the submission of the Tender Offer Form to the SEC;
2.
The weighted average market price of such ordinary shares during the period of five
business days prior to the date on which the Board of Directors of the Target resolves
to propose for consideration by the shareholders’ meeting the delisting of shares or
the date on which the shareholders’ meeting resolves to delist the shares from the
SET, whichever comes earlier;
3.
The net asset value of the Target calculated based on the book value which has been
adjusted to reflect the latest market value of the assets and liabilities of such
business; and
4.
The fair value of ordinary shares of the Target as appraised by a financial advisor.
The current Offer Price of THB2.70 per share is not less than the maximum price calculated in
accordance with the SEC’s requirements.
6.1.1
The highest price paid for the Target’s ordinary shares by the Offeror or any related
party in Section 258 during the 90 days period before the submission of the Tender
Offer to the SEC : THB2.70 per share
23

6.1.2
During the Tender Offer Period that began on November 16, 2007 and ended on
December 25, 2007, the Offeror offered to purchase the Target’s ordinary
shares at THB2.70 per share
The weighted average market price of the Target’s ordinary shares during the period
of five business days prior to the date on which the Board of Directors of the Target
resolves to propose for consideration by the shareholders’ meeting the delisting of
shares or the date on which the shareholders’ meeting resolves to delist the shares
from the SET, whichever comes earlier : THB 2.66 per share

The period of 5 business days prior to December 18, 2007, which is the date the
Target’s Board of Directors resolved to propose for consideration by the
shareholders’ meeting the delisting of shares, began on December 11, 2007 and
ended December 17, 2007.
Date
Trading Volume
(Shares)
Trading Value
(THB)
Dec. 17, 2007
2,436,100.00
6,515,544.00
Dec. 14, 2007
1,013,600.00
2,696,176.00
Dec. 13, 2007
2,086,100.00
5,549,026.00
Dec. 12, 2007
1,177,600.00
3,132,416.00
Dec. 11, 2007
1,799,900.00
4,787,734.00
Weighted Average Price per Share
Source : SetSmart
6.1.3
THB2.66
The net asset value of the Target calculated based on the book value which has been
adjusted to reflect the latest market value of the assets and liabilities of such
business: THB 1.24 per share

We have made adjustments as follows
1) Adjustment relating to the fair value of financial instruments according to
notes to financial statements of the Company as of September 30, 2007:
-
As at September 28, 2007, the Company had unrealized gain of
forward exchange contract to sell USD 21 million of THB0.39 million.
-
As at September 28, 2007, the Company had unrealized loss of
interest rate swap contract with the principal amount of THB2.3 billion
of THB83.88 million.
2) Adjustment relating to the exercise of ESOP warrant:
Regarding subsequent events after the date according to the financial
statements, as at December 20, 2007, an additional 1,000,000 ESOP
warrants were exercised at the exercise price of THB2.24 per share. Total
paid-up capital was increased to THB3,754,551,218.40 consisting of
2,085,861,788 common paid-up shares.

The adjusted book value calculation can be summarized as follows:
Total Assets
Less: Total Liabilities
Shareholders' equity
Adjustments:
1) Fair value of financial instruments
2) ESOP warrant exercise
Net Asset Value (NAV)
Total Share Outstanding (m. shares)*
NAV per share (THB)
* As of December 2007
24
Value (Million Baht)
7,418.9
(4,761.2)
2,657.7
(83.5)
2.2
2,576.4
2,085.9
1.24
6.1.4
Fair Value of the Target’s ordinary shares as appraised by the financial advisor : THB
2.27 – 2.61 per share

Trinity Advisory 2001 Company Limited (“Trinity” or the “Financial Advisor”)
employed several methods in assessing the value of the Target, the details of
which are as follows:
1. Book Value Approach
Based on the Company’s reviewed financial statements as of September 30, 2007,
the book value per share is as follows:
Total Assets
Book value per share (THB)
* As of September 30, 2007
7,418.9
(4,761.2)
2,657.7
2,084.9
1.27
With the book value approach, the Company’s share is valued at THB1.27 per
share which is THB1.43 per share or 52.96% lower than the Offer price.
2. Adjusted Book Value Approach
Based on the Company’s reviewed financial statements as of September 30, 2007,
the adjusted book value per share is calculated by adjusting the Company’s book
value by the addition or reduction of asset, liabilities, and other events occurred
after the release of the audited financial statements, and contingent liabilities (if
any).
We have made adjustments as follows
1) Adjustment relating to the fair value of financial instruments according to
notes to financial statements of the Company as of September 30, 2007:
As at September 28, 2007, the Company had unrealized gain of
forward exchange contract to sell USD 21 million of THB0.39 million.
-
As at September 28, 2007, the Company had unrealized loss of
interest rate swap contract with the principal amount of THB2.3 billion
of THB83.88 million.
2) Adjustment relating to the exercise of ESOP warrant:
Regarding subsequent events after the date according to the financial
statements, as at December 20, 2007, an additional 1,000,000 ESOP warrants
were exercised at the exercise price of THB2.24 per share. Total paid-up
capital was increased to THB3,754,551,218.40 consisting of 2,085,861,788
common paid-up shares.
The adjusted book value calculation can be summarized as follows:
Total Assets
Adjustments:
1) Fair value of financial instruments
2) ESOP warrant exercise
Net Asset Value (NAV)
NAV per share (THB)
* As of December 20, 2007
7,418.9
(4,761.2)
2,657.7
(83.5)
2.2
2,576.4
2,085.9
1.24
With the adjusted book value approach, the Company’s shares are valued at
THB1.24 per share which is THB1.46 per share or 54.07% lower than the Offer
price.
25
3. Weighted Average Market Value Approach
The market value approach is based on the weighted average prices of the
Company’s shares traded on the Stock Exchange of Thailand. The Financial
Advisor considered the weighted average of prices of the Company’s stock ending
on August 29, 2007 which is the day that the Share Sale and Purchase Agreement
and the Put and Call Option Agreement between the Offeror and MIL were
disclosed. The Offeror signed a Share Sale and Purchase Agreement and a Put and
Call Option Agreement with MIL to purchase 1,341,064,623 shares or
approximately 64.32% of the Company’s total paid-up shares and obtained an
option to purchase an additional 208,486,179 shares (or approximately 10.00%)
Time period
Weighted Average Price (THB / share)
5 Business Days
2.54
30 Business Days
2.49
90 Business Days
2.28
120 Business Days
2.25
180 Business Days
2.24
250 Business Days
Source: SetSmart and Trinity
2.26
The Financial Advisor does not consider price movement of the Company’s shares
between the date of the disclosure of the agreements and the date that the board
of directors’ approval of the delisting of the Company’s shares on December 18,
2007 because after the disclosure of the agreements, trading liquidity was lower
than normal levels. Average trading volume per day was approximately 3.64
million shares (0.14% of total paid-up shares) which is lower than the one year
period prior to the disclosure which was approximately 6.4 – 8.7 million shares
(0.31% - 0.42% of total paid-up shares). In addition, the Company’s stock price
movement after August 29, 2007 might be influenced by the purchase price as
agreed by TDK and MIL according to the Sales and Purchase Agreement.
Therefore, the Financial Advisor does not consider price movement of the
Company’s shares after the date of disclosure in our calculation. Due to low
trading liquidity and influences from the disclosure, price movement of the
Company’s share after the disclosure may not appropriately reflect fundamentals
of the Company as viewed by investors.
Trading volume and liquidity before and after August 29, 2007 can be summarized
in the table below:
Time period
After disclosure (29/08/2007 – 28/12/2007)
6 months prior to the disclosure (01/03/2007 – 28/08/2007)
1 year prior to the disclosure (29/08/2007 – 28/08/2007)
26
Average Volume
per Day (Shares)
% of Traded Shares
per Total Paid-Up
Capital
3,641,025
0.14
8,745,941
0.42
6,421,017
0.31
Historical trading information
Disclosure of the Agreements
between TDK and MIL
3.5
Volume
Price
150
2.5
2.0
100
1.5
1.0
50
Volume (m. share)
0.5
28-Dec-07
28-Nov-07
28-Oct-07
28-Sep-07
28-Aug-07
28-Jul-07
28-Jun-07
28-May-07
28-Apr-07
28-Mar-07
28-Feb-07
28-Jan-07
28-Dec-06
28-Nov-06
28-Oct-06
28-Sep-06
28-Aug-06
Price (Baht/share)
3.0
200
With the weighted average market value approach, the Company’s share is valued
at THB2.24 – THB 2.54 per share which is THB0.16 – THB0.46 per share or 5.93%
- 17.04% lower than the Offer price.
4. Market Comparable Approach
The Market Comparable Approach is calculated using key trading multiples of
listed companies conducting business similar to MPT. Key trading multiples used
are :

Price / Book Value : where “Price” denotes the closing price and “Book Value”
denotes Book Value per Share
Price / Earnings : where “Price” denotes the closing price and “Earnings”
denotes Earnings per Share
Enterprise Value / EBITDA : where “Enterprise Value” is defined as Market
Value + Interest Bearing Debt – Cash and “EBITDA” is defined as Earnings
before Interest, Tax, Depreciation, and Amortization
Due to the lack of SET or MAI listed companies that conduct similar business as
MPT, the Financial Advisor has resorted to selecting comparable companies that
are suspension manufacturers listed outside of Thailand. These companies are :
1.
2.
3.

Hutchinson Technology Incorporated (“HTCH”) : Listed on the NASDAQ
Exchange (United States of America)
NHK Spring Company Limited (“NHK”) : Listed on TOKYO Exchange
Suncall Corporation (“Suncall”) : OSAKA Securities Exchange
Price to Book Value Multiple (P/BV Ratio)
The price to book value approach is calculated by multiplying the Company’s book
value per share with the average price to book value per share ratio (“P/BV
Ratio”) of the comparable companies.
According to the Company’s financial statements, as of September 30, 2007, the
Company has shareholders’ equity of approximately THB2,658 million.
P/BV values of comparable companies are based on historical trading prior to
December 18, 2007 (the date that the Board of Directors meeting on delisting).
27
Share value of the Company is summarized below:
Period
30 trading days
90 trading days
120 trading days
180 trading days
250 trading days
Source: Bloomberg
HTCH
1.137
1.064
1.016
0.961
0.967
and Trinity
P/BV of comparables (times)
NHK
Suncall
Average
1.639
0.749
1.175
1.611
0.780
1.152
1.711
0.810
1.179
1.792
0.856
1.203
1.953
0.919
1.279
Share value
(THB per share)
1.50
1.47
1.50
1.53
1.63
With the price to book value multiple, the Company’s share is valued at THB1.47
– THB1.63 per share which is THB1.07 – THB1.23 per share or 39.59% - 45.61%
lower than the Offer price.

Price to Earning Multiple (P/E Multiple)
The price to earning ratio approach is calculated by multiplying the Company’s
earning per share with the average price to earning per share ratio (“P/E Ratio”)
of the comparable companies.
According to the Company’s financial statements, the Company has incurred loss
of approximately THB957 million during accounting period of Q4 2006 to Q3 2007.
Therefore, share value from this approach cannot be calculated.

Enterprise value to Earnings before interest, tax and depreciation and
amortization Multiple (EV/EBITDA Multiple)
Based on EV/EBITDA approach, the Enterprise value (EV) of the Company is
calculated by multiplying the Company’s earnings before interest, tax and
depreciation and amortization (EBITDA) with the average EV/EBITDA multiple of
the comparable companies.
-
Equity value of the Company is calculated as follows:
Equity value = Enterprise value – Interest bearing debt + Cash
According to the Company’s financial statements, the Company has EBITDA of
approximately THB812 million (for the period of Q4 2006 to Q3 2007). As of
September 30, 2007, the Company has interest bearing debt of approximately
THB3,035 million and cash of approximately THB238 million.
EV/EBITDA values are based on historical trading prior to December 18, 2007 (the
date of the Board of Directors meeting on delisting).
Share value of the Company is summarized below:
Period
30 trading days
90 trading days
120 trading days
180 trading days
250 trading days
HTCH
7.384
6.951
6.663
6.335
6.366
EV/EBITDA of comparables (times)
NHK
Suncall
Average
6.658
2.856
5.633
6.424
2.986
5.454
6.690
3.120
5.491
6.901
3.322
5.519
7.506
3.484
5.785
Share value
(THB per share)
0.85
0.78
0.80
0.81
0.91
Source: Bloomberg and Trinity
With the EV/EBITDA multiple, the Company’s shares are valued at THB0.78 –
THB0.91 per share which is THB1.79 – THB1.92 per share or 66.18% - 70.97%
lower than the Offer price.
5. Discounted Cash Flow Approach
The discounted cash flow approach takes into account the ability to generate
future profits. The present value of the future cash flow stream is determined by
discounting it at an appropriate discount rate. In conducting the discounted cash
flow analysis, we prepared financial projections, based on interviews with the
management and relevant personnel, Company’s financial statements, as well as
28
other information supplied by the Company, including future business policy. The
projection is based on a “going-concern” assumption that the Company’s business
and its operating environment do not change materially in the future. The
objective of the analysis is only to derive an appropriate share price of the
Company. However, if there are material changes to the economic condition or
other external factors that affect the Company’s operations, or if there are
changes to the Company itself, the share value may differ from the projected
price.
We have prepared a 10 year financial projection (from Q4 2007 to 2017) for our
DCF valuation with the following major assumptions:
Major Assumptions for Financial Projection

Foreign Exchange rate assumptions
THB/USD foreign exchange rate is assumed to be THB34.04 per USD in Q4
2007 based on average selling rate from October to December 2007 and is
assumed to be THB33.31 per USD for 2008 to the end of the projected period
based on the average selling rate of January 2008.
THB/RMB foreign exchange rate is assumed to be THB4.59 per RMB in Q4
2007 based on average selling rate from October to December 2007 and is
assumed to be THB4.61 per RMB for 2008 to the end of the projected period
based on the average selling rate of January 2008.

HDD Recording Head Market
Based on report from TrendFocus, Inc. as of August 14, 2007, the projected
total HDD recording head market is as follows.
Year
HDD Recording Head Forecast (m. units)
% growth
2007
1,516.22
2008
1,633.9
7.8%
2009
1,776.2
8.7%
2010
1,971.5
11.0%
2011
2,034.2
3.2%
For the year 2012 to 2017, we assume total recording head market to grow
by 5.0%.

Revenue from sales
Revenue from sales is projected based on suspension volume sales and
average price per suspension as follows:
Suspension volume sales is based on HDD recording head market and
market share of the Company.
-
-
HDD recording head market
Based on report from TrendFocus, Inc. as of August 14, 2007, the
projected total HDD recording head market is as follows.
Year
HDD Recording Head Forecast (m. units)
% growth
2007
1,516.22
2008
1,633.9
7.8%
2009
1,776.2
8.7%
2010
1,971.5
11.0%
2011
2,034.2
3.2%
For the year 2012 to 2017, we assume total recording head market to
grow by 5.0%.
-
Market share and suspension volume sales
The Company’s market share is expected to increase as a result of
synergies of the acquisition of by TDK, one of the subsidiaries of which
is a major HDD recording head manufacturer. We expect increasing
purchase orders from TDK’s group in the future and the market share
29
is expected to increase from the current 26.8% to 35.0% in 2013. The
projected market share and sales volume can be summarized below:
Year
Market share (%)
Volume sales (m. Units)
* Sales volume for the first 9
-
2007*
2008
2009
2010
26.8%
29.0%
30.5%
32.0%
405.6
473.8
541.7
630.9
month of 2007 is 291.1 million units.
2011
33.5%
681.5
2012
34.5%
736.9
2013-2017
35.0%
784.9 – 954.1
Average price per suspension
Based on the historical data, average price per suspension has been
dropping from approximately USD 0.728 and USD 0.725 in 2005 and
2006, respectively to approximately USD 0.688 in Q3 2007. The
average price per suspension is expected to be USD 0.683 in 2007 and
is projected to continually decline by 0.5% per annum from 2008 to the
end of the projected period.

Other income
Other income including revenue from sales of scrap is projected to be 0.5% of
sales over the projected period based on historical information of the
Company in 2005, 2006 and 9M 2007.

Cost of sales
Cash variable costs include raw material, direct labor, indirect labor,
indirect material, freight/ transport/ travel and maintenance. Based on
interviews with the Company’s management, variable cost per unit of
raw material, direct labor, indirect labor, indirect material, and freight/
transport/ travel is expected to decrease at the same rate as average
suspension sales price at 0.5% p.a., and cost per unit of maintenance is
expected to remain stable over the projected period. Total cash variable
cost is projected to be approximately 70.3% in Q4 2007 and
approximately 71.6% - 71.8% of sales from 2008 to the end of the
projected period.

-
Cash fixed costs including utility and other cost of sales is projected to
be approximately THB103.2 million in Q4 2007 and THB362.0 million in
2008 based on historical information of the Company in 9M 2007 and is
projected to grow at the inflation rate of 3.2% p.a. to the end of the
projected period.
-
Currency Exposure assumptions are as follows:
1. Raw material is 100% in USD.
2. Direct labor is approximately 91% in THB and 9% in RMB.
3. Indirect labor, indirect material, and freight/ transport/ travel is
approximately 65% in USD and 35% in THB.
4. Maintenance is approximately 65% in USD and 35% in THB in
Q4 2007. From 2008 to the end of the projected period,
maintenance is approximately 60% in USD and 40% in THB.
5. Utility and other cost of sales is 65% in USD and 35% in THB in
Q4 2007. From 2008 to the end of the projected period, utility
and other cost of sales is approximately 62% in USD and 38%
in THB.
Selling, general and administration expenses (SG&A)
Selling, general and administration expenses including staff cost,
management fees, service fees, freight/transport/travel, office expense,
rent , utilities and other expenses are projected to be approximately
THB286.9 million in Q4 2007 and THB1,042.6 million in 2008. SG&A is
projected to grow at an inflation rate of approximately 3.2% p.a. from
2009 to the end of the projected period.
-
Currency exposure is assumed to be approximately 87% in USD and
13% in THB in Q4 2007. From 2008 to the end of the projected period,
SG&A is assumed to be approximately 83% in USD and 17% in THB.
30

Capacity and utilization rate
According to the Company’s policy to maintain reserve capacity to capture
potential upside demand, the company is assumed to maintain utilization rate
(utilization rate = production volume/ maximum capacity) of 73.2% in Q4
2007 and 77.5% from 2008 to the end of the projected period.

Capital expenditures (CAPEX)
Building and Building Improvement CAPEX is projected to be THB54
million and THB11.0 million in 2008 and 2009, respectively and is
expected to grow at an inflation rate of approximately 3.2% p.a. from
2010 to the end of the projected period.

-
The Company is expected to invest approximately USD 20 million in new
buildings to add more capacity to address an increase in sales volume in
2010.
-
Furniture, fixtures and office equipment CAPEX is projected to be
THB11.0 million, THB27.0 million and THB22.0 million in Q4 2007, 2008
and 2009, respectively and is expected to grow at the said inflation rate
from 2010 to the end of the projected period.
-
Machinery and equipment CAPEX:
1.
Capacity CAPEX: THB1.32 per unit of maximum capacity
2.
Maintenance and R&D CAPEX: THB50.0 million, THB402.0
million and THB419.0 million in Q4 2007, 2008 and 2009,
respectively and is projected to grow at an inflation rate of
approximately 3.2% p.a. from 2010 to the end of the projected
period.
Write-off policy
Fixed assets write-off is approximately 0.5% p.a. of net fixed assets.
-
Inventory write-off is approximately 0.5% p.a. of sales.

Cost of Financing
Cost of financing is based on loan agreements between the Company and its
lender, TDK Corporation. Cost of financing is at 3 month LIBOR rate plus
1/32% per annum (with an average cost of financing of approximately 5.06%
p.a.) from 2008 to the end of the projected period.

Tax
We assumed effective tax rate of 6.0% over the projected period based on
2004 and 2005 historical tax expenses and earnings before tax, restructuring
and severance charges and goodwill amortization.

Working capital
Working capital is based on 2005-2006 historical information of the Company
and the Company’s policy:
-
Account receivable day is 60 from 2008 to the end of the projected
period.
-
Inventory day is 26 from 2008 to the end of the projected period.
-
Account payable day is 35 from 2008 to the end of the projected period.
-
Other account payable is 25% of SG&A from 2008 to the end of the
projected period.
31

Discount rate
To calculate the present value of free cash flow to firm of the Company, we
use the Weighted Average Cost of Capital (WACC) which is calculated
according to the following formula:
WACC = Kd *(1-t) * (D/V) + Ke * (E/V)
Where
Kd =
Cost of debt of which is equal to 3 month LIBOR plus 1/32%
per annum (average cost of debt is approximately 5.06%)
t =
Effective tax rate which is equal to 6%
D =
Interest bearing debts
E =
Shareholders’ equity
V =
Total Capital = D + E
Ke =
Cost of equity is calculated based on Capital Asset Pricing
Model (CAPM).
Based on CAPM, Ke is calculated as follows:
Ke =
Rf + βL * (Rm – Rf)
Where
Rf =
Risk free rate = 4.96% which is equal to 10 year government
bond yield as of December 17, 2007.
Rm = Market return = 13.62% which is equal to average 10 year
SET Index monthly return (1998 – 2007).
βL =
Levered beta is calculated from the following formula:
βL = βU * (1+(1-t)*(D/E))
Where
βU = Unlevered beta which is 0.551.
Unlevered beta is calculated based on data from Bloomberg
and Trinity Estimates.
t = effective tax rate which is 6%.
D/E = Debt to equity ratio.
Because βL is continually changing according to changes in capital
structure, Ke of the Company is adjusted accordingly. Ke is between
10.4% and 18.9% over the projected period.
As WACC is adjusted according to changes in Ke and capital structure, WACC
is projected to be between 10.3% and 11.2% over the projected period.

Terminal value
The terminal value calculation is calculated from perpetuity growth formula.
Perpetuity growth of free cash flow to firm is assumed to be 0%.
With the above assumptions, equity value of the Company is calculated as
follows:
Equity Value = Present value of free cash flow (FCF) from Q4 2007 to 2017
+ Present value of terminal value
- Interest bearing debts
+ Cash
Equity value of the Company is equal to THB5,094.8 million and equity value
per share is equal to THB2.43.
32

Sensitivity analysis
We have performed sensitivity analysis on equity value per share of the
Company by adjusting WACC. Equity value per share can be summarized as
follows:
WACC Sensitivity
WACC
% incremental
Equity value per share
(THB)
9.4% - 10.2%
-1.0%
2.61
10.4% - 11.2%
0.0%
2.43
11.4% - 12.2%
+1.0%
2.27
With the discounted cash flow approach, the Company’s share is valued at
THB2.27 – THB2.61 per share which is THB0.09 – THB0.43 per share or
3.33% - 15.93% lower than the Offer price.
The value of shares as calculated by aforementioned approaches can be summarized in the
table below:
1.
2.
3.
4.
5.
Valuation Approach
Book value approach
Adjusted book value approach
Weighted average market value approach
Market comparable approach
a. Price to book value
b. Price to earnings
c. EV/EBITDA
Discounted cash flow approach
Share value (THB per share)
1.27
1.24
2.24 – 2.54
1.47 – 1.63
n.a.
0.78 – 0.91
2.27 – 2.61
Both book value and adjusted book value approaches rely on historical information and
neglect the Company’s ability to generate future profits. In addition, both approaches do not
take into consideration future changes in business strategies and competitiveness. Therefore,
we conclude that both the book value and adjusted book value approach are inappropriate for
evaluating share value.
Market comparable approach is also not appropriate for evaluating share value because
comparables of the Company were listed in foreign stock exchanges where the share prices of
those companies were influenced by several non-comparable factors such as market
sentiments, domestic economies, political stabilities, fiscal and monetary policies, foreign
exchange rates, inflation rates and interest rates which are different from such indicators in
the Thai market.
In our view, the weighted average market value and discounted cash flow approaches are
appropriate methodologies for evaluating the share price because the weighted average
market value approach reflects the fundamentals of the Company and investors’ perception on
future profitability and growth of the Company as well as the Company’s risk profile, while the
discounted cash flow approach takes into consideration potential changes in business
strategies and competitiveness.
In conclusion, the fair value of ordinary shares of the Target as appraised by the Financial
Advisor is THB2.24 – THB2.61 per share which is THB0.09 – THB0.46 per share or 3.33% 17.04% lower than the Offer price.
It should be noted that the evaluation of share value of the Company is based on information
from interviews with the Company’s management and relevant personnel, the Company’s
financial statements, as well as other information supplied by the Company itself. If there are
material changes to economic conditions or other external factors that affect the Company’s
operations, or if there are material changes to the Company itself, the share value may differ
from the projected price.
7.
Acquisition of Shares Prior to Making the Tender Offer (applicable only to the case of
partial tender offer in pursuant to Chapter 5 of the SEC Notification Kor. Jor.53/2002)
- Not Applicable 33
Part 5
Certification of Information
We hereby certify that:
(1)
We are committed to execute this Tender Offer;
(2)
The offer price in this Tender Offer complies with the provisions in the SEC Notification No.
Kor. Jor. 53/2002;
(3)
We truly intend to proceed with the plan, which we have specified in this Tender Offer; and
(4)
All information contained in this Tender Offer statement is correct and accurate without
information that may be misleading and no concealment is made on any material
information that should be disclosed.
(Signature)
Mr. Teppei Watanabe
(Mr. Teppei Watanabe)
Authorized Representative
TDK Corporation
Tender Offeror
34
We, as the Tender Offer Preparer, have complied with the requirements as prescribed in the SEC
Notification governing the approval of financial advisors and scope of operation, and hereby certify
that :
(1)
We have reviewed and thus considered that the information regarding the Offeror disclosed
in this Tender Offer is accurate and complete, and there is no information that may lead
other persons to misunderstand in any material respect, as well as there is no concealment
of any material information that should be disclosed;
(2)
We have reviewed the financial evidence and consider that the Offeror can fulfill the
obligations under the above Tender Offer;
(3)
We have reviewed the Offeror’s business policy and plan for the MPT, as per Clause 2 of
Part 3 regarding details of the MPT and consider that :
(a)
The Offeror is capable of implementing the policies and plan of business operations
as mentioned;
(b)
The assumptions for determining the policies and plan for business operation is
reasonable; and
(c)
The effects on MPT or the securities holders are clearly and adequately explained;
(4)
We have examined the evidence of the acquisition of MPT’s securities by the Offeror and/or
the persons prescribed under Section 258 during the 90 days period before the submission
of the Tender Offer and the Offering Price, and there is no cause to believe that the Offering
Price made is inconsistent with the SEC’s Notification No. Kor.Chor. 53/2002; and
(5)
We have carefully and prudently studied and reviewed the completeness and accuracy of
the information contained in this Tender Offer and view that the information is complete and
correct, and there is no misleading information in any material respect and there is no
concealment of any material information.
(Signature)
Mr. Pises Sethsathira
(Mr. Pises Sethsathira)
Managing Director
Tender Offer Preparer
35
Appendix A
Tender Offer Acceptance Procedures and Forms
1.
2.
3.
4.
Tender Offer Acceptance Procedures
Tender Offer Acceptance Form
Confirmation of Securities Cost Form
Power of Attorney
Appendix A.1
Tender Offer Acceptance Procedures for Ordinary Shares of Magnecomp Precision Technology Public Company Limited
Shareholders of Magnecomp Precision Technology Public Company Limited
Share Certificate
1. Fill in the Tender Offer Acceptance Form
2. Endorse signature on the back of certificate
Scripless Share
1. Fill in the Tender Offer Acceptance Form
2. Inform your broker to transfer your shares to the following accounts
for the purpose of accepting the tender offer
Thai shareholders
“Trinity Securities Company Limited for Tender Offer” Account
number 022-000000015-9
Foreign shareholders
“Trinity Securities Company Limited for Tender Offer” Account
number 022-000000015-9
3. Enclose the following supporting documents ( all certified true copies)
1) Thai Individual
4) Foreign Juristic Person
A copy of ID Card or
4.1 A copy of the certificate of incorporation, the memorandum of
A copy of Civil Servant ID Card (with a copy of house
association, and the most recent/updated affidavit issued not exceeding 1 year
registration) or
4.2 Documents for individuals described in No. 1) or 2) above (as applicable)
A copy of State Enterprise Employee Card (with a copy of house
of the person who is duly authorized by the company to certify true copies of
registration)
the documents in 4.1 above
2) Foreign Individual
Documents in 4.1 and 4.2 must be certified by a notary public officer
A copy of Alien Certificate or
and consularized at a Thai Embassy or Thai Consulate in the country where the
A copy of Passport
documents were prepared (with such consularization not exceeding 1 year).
3) Thai Juristic Person
3.1 A copy of the most recent/updated (not exceeding 1 year) affidavit issued by the Ministry of Commerce
certified by the authorized signatory directors of the juristic person
with affixation of corporate seal (if any)
3.2 Documents for individuals described in No.1) or 2) above (as applicable) of the person who
is duly authorized by the company to certify true
copies of the documents in 3.1 above
5) Where the Offeree is a juristic person not carrying on business in Thailand and the Offeree is domiciled in a country with no double-tax treaty
with Thailand or such existing treaty does not exempt any withholding tax deducted from gains on sales of shares in Thailand, the Offeree is required to
declare the cost basis for its offered shares for withholding tax purposes by completing and submitting a confirmation of securities cost form together with
evidence that demonstrates such cost basis. If the Offeree fails to declare the cost basis and to submit proper evidence of the cost basis, the Tender Offer Agent
will determine the amount of the witholding tax on the entire proceeds of the share sale and deduct the tax accordingly.
Additional documents in case of the appointment of a shareholder’s authorized representative
1. Original Power of Attorney (affixed with stamp duty)
2. Certified copy of identification documents of the grantor and of the authorized representative as specified in 1, 2, 3 or 4 (as applicable) above
4. Submit all documents to
Trinity Securities Company Limited, 179/109-110 Bangkok City Tower, 25th Floor, South Sathon Road, Tungmahamek,
Sathon, Bangkok 10120 Tel. 0-2343-9500 ext 603 or ext 605 or ext 607 Fax. 0-2286-6333.
Appendix A.2
Tender Offer Acceptance Form for securities of Magnecomp Precision Technology Public Company Limited
Date: …………………………………………………………
Acceptance Form No. .....……………………………………………...
To:
TDK Corporation (“Offeror”) and Trinity Securities Company Limited (“Tender Offer Agent”)
I/We (Mr./Mrs./Ms./Company) .....…………………………………………………………………………………….…………................................. ….Nationality .…………………………………………………………….
Contact Address ………………………………………………………………………………………………..………………………………………………………...............................……………………………………...
…………………………………………………………………………………………...Postal Code ………………………….. Telephone No. …………………………………. Fascimile .………………………………….
Please specify type of seller
Natural Person of Thai Nationality
ID Card/Civil Servant ID Card/State Enterprise Card No. …………….........................................…………………………………
Natural Person of Alien Nationality
Alien Card/Passport No. ………....................................................………………………………………….………………………
Juristic Person of Thai Nationality
Company Registration No. .. .......... ..………………………………………………………………………………………………
Juristic Person of Alien Nationality that Operates Business in Thailand
Company Registration No. ............ ..………....……………………………………………………………………………………
Juristic Person of Alien Nationality that Does Not Operate Business in Thailand Company Registration No. ........................……………………………………...………………………………………………………
I/We hereby accept to sell …………………... ................................... (…... ....................................................................................................…………………………………..……..) ordinary shares of Magnecomp Precision Technology Public
Company Limited at the price of Baht 2.70 (two point seven zero) per share. I/We acknowledge that the sale is subject to a brokerage fee of 0.25% of the offer price and value added tax (VAT) at the rate of 7% of the brokerage fee. The net
price received by the offeree will be Baht 2.6927775 (two point six nine two seven seven seven five) per share, a total value of Baht ….……....……………………… (……....…………..………………………………….……………….)
I/We acknowledge that the acceptance of the Tender Offer and the sale is irrevocable, unless it is revocable upon the terms and conditions stated in the Tender Offer Document.
I/We hereby appoint Trinity Securities Company Limited as my/our proxy to sell, transfer, deliver ordinary shares, arrange the payment procedure and process, and do any other thing necessary and relevant to my/our
acceptance of the Tender Offer.
Share Certificate
Name of Shareholder
Shares Transfer through TSD
Share Certificate No.
Transfer from Broker No.
(Participant No.)
Transfer Slip No.
Transfer Date
No. of share
Total
Settlement Date:
I/We hereby declare my/our intention to receive the share payment 3 business days after the end of the Tender Offer period, which is on April 29, 2008. I/We acknowledge that I/we may cancel my/our intention
to sell the shares during the hours of 9.00 a.m. to 4.00 p.m. on business days during the period from February 18, 2008 to March 31, 2008. (30 business days from the commencement date of the Tender Offer period.)
Note: After submitting this form, the Offeree’s right to cancel their acceptance of the Tender Offer as above mentioned will be preserved.
Payment Option:
Collect a payment cheque at Trinity Securities Company Limited
Transfer payment to account at Bangkok Bank Plc.
Branch ………………………………………… Type of Account …………………………...Account No …………………………………
Transfer payment to account at Siam Commercial Bank Plc. Branch ………………………………………… Type of Account …………………………...Account No …………………………………
Transfer payment to account at Kasikornbank Plc.
Transfer payment to account at Krungthai Bank Plc.
(The account name must be the same as the Offeree’s name shown on this form. In the case of automatic transfer through banks, please attach a certified copy of the first page of the savings passbook or current account
statement with this form.)
I/We hereby attached the following documents for selling transaction: share certificate endorsed with the holder’s signature and/or the document of title and/or the documents of share transfer through TSD (transfer slip) into
account name “TRINITY SECURITIES COMPANY LIMITED FOR TENDER OFFER” account no. 022-000000015-9 together with a certified copy of identification card and/or a certified copy of company Affidavit (in case of
juristic person). I/We hereby certify that all shares offered for sale are free from any encumbrance.
Signed………………………………………….......................………Proxy
(…..................……………………………………………….)
Signed……………………………………….................... ...………………Offeree
( ... .................…………………………………………………….. )
Transfer of Share Certificate / Transfer Slip and Tender Offer Acceptance Form Receipt
Date ………………………………………………….
Acceptance Form No. ……………………….................………….
Trinity Securities Company Limited has received the Tender Offer Acceptance Form with the following documents;
Share Certificate
Total………………..………..…………………. Shares
Transfer slip through TSD
Total………………..………..…………………. Shares
from (Mr./Mrs./Miss/Company) ………………………………………………………………………………...……………………………………………………………………………………………………………
Settlement Intention:
3 business days after the last date of the Tender Offer period, which is on April 29, 2008
The Offeree will receive payment by:
Cheque collected at Tender Offer Agent Office
Transfer to Bangkok Bank Plc.
Transfer to Siam Commercial Bank Plc.
Transfer to Kasikornbank Plc.
Transfer to Krungthai Bank Plc.
Signed ………………………………………………….. Recipient
(…………………………………………………..)
For more information, please contact: Ms. Kulnada Rujjanavate or Mr. Phitsanu Taengthong or Ms. Sunisa Rodlak
179/109-110 Bangkok City Tower, 25th Floor, South Sathon Road, Tungmahamek, Sathon, Bangkok 10120 Tel. 0-2343-9500 ext. 603 or ext 605 or ext 607 Fax. 0-2286-6333
Appendix A.3
(For Foreign Juristic Person Only)
Date…………………………….……. …
To: Trinity Securities Company Limited (“Tender Offer Agent”)
We……………………………………………………….……………………………….……………………………..
Nationality……….…………………..……… Tax Identification No. (if any)………….…………………………..
would like to declare the cost basis of the tendered shares of Magnecomp Precision Technology Public Company
Limited as specified below:
Share certificate No./
Transfer slip No.
(Transfer date)
Name of shareholders
as appearing in the
registration
No. of shares
Cost per share (Baht)
Total
We hereby, attach…………………………………………………………………………………………………….
……………………………………………………………………., as evidence(s) of our cost basis for the shares for
purposes of the required withholding tax calculation.
We hereby certify that the above statements are true.
Signature ……………………………………………….Offeree
(……………………………………………….)
Foreign Juristic Person must declare cost basis of shares by submitting the Confirmation of Securities Cost Form together with
evidence that demonstrates such cost basis. If the Offeree fails to declare the cost basis and to submit proper evidence of such
cost basis, the withholding tax will be imposed on the entire sales proceeds of the shares.
Appendix A.4
Power of Attorney
Duty Stamp
Baht 30
Made at ………………………………………………………….
Date …….…………………………………………………..…...
I/We …………………………………………………………………..………………………… Age ……….…………..….………
Nationality ……………….……… residing at (address that can be reached by mail) ………………………….……………….…...
…………………………….……………………………………………………………Postal Code ………………………………...
holding …………………………………………………… ordinary shares of Magnecomp Precision Technology Public Company
Limited (the “Company”), hereby authorize…………………………………….…………………….Age…………………………
Nationality ……………………….…. residing at (address that can be reached by mail) …………………….…………...…………
………………………………….……………………………………………………………Postal Code……...…………………….
to act as my/our proxy to sell, transfer and deliver shares of the Company, as well as, receiving cash payment, through
Trinity Securities Company Limited and hereby authorize said person to do and execute all acts in such other matters in
connection with the aforesaid mentioned on my behalf until completion.
Any act taken by my/our proxy shall be deemed to be taken by myself/ourselves in every respect.
………………………………………………………………… Grantor
(
)
………………………………………………………………… Proxy
(
)
………………………………………………………………… Witness
(
)
………………………………………………………………… Witness
(
)
Note: Certified true copy of ID card of the Grantor (in case of Thai individual) or the most recent/updated company
affidavit or commercial registration of the Grantor and certified true copy ID card (in case of Thai individual) or
passport (in case of foreigner) of the authorized representative(s) are required to be attached herewith.
In case the Grantor or authorized representative is foreign juristic person, the most recent/updated company affidavit
or commercial registration and copy of passport of the authorized representative(s) must be certified by a notary
public officer and Thai Embassy or Thai Consulate in the country where the documents were prepared and must not
exceed 1 year.
Appendix B
Tender Offer Acceptance Procedures and Forms for NVDR
1.
2.
3.
4.
Tender Offer Acceptance Procedures for NVDR
Tender Offer Acceptance Form
Power of Attorney
Appendix B.1
Tender Offer Acceptance Procedures for NVDR
NVDR Holder of Magnecomp Precision Technology Public Company Limited
1. Complete the NVDR Tender Offer Acceptance Form
2. Advise broker to transfer the Scripless NVDR Shares to the following account
“Trinity Securities Company Limited for Tender Offer” Account No. 022-000000015-9
3. Enclose the evidence of transferring NVDR as specified above
4. Enclose a certified true copy of the following documents
1) Thai Individual
A copy of Civil Servant ID Card (with a copy of house registration) or
A copy of state Enterprise Employee Card (with a copy of house registration)
A copy of Passport or
A copy of Alien Certificate
3.1 A copy of Company Affidavit
Issued by MOC not exceeding 1 year
3.2 Documents stated in No. 1) or 2) of the person who is duly
authorized by the company to certify true copy of document in 3.1 above
association, and the affidavit issued by an authorized officer of the
juristic person or regulatory body of the country where the Juristic
person is domiciled, which certifies the name of the juristic person,
the person authorized to bind the juristic person, head office location
and any condition to the power of such authorized person to bind
the juristic person (affidavit issued not exceeding 1 year)
4.2 Documents state in No. 1) or 2) of the person who is duly authorized
by the company to certify true copy of document in 4.1 above
Documents in 4.1 and 4.2 must be certified by the notary public officer
and Thai Embassy or Thai Consulate in the country where the
documents were prepared.
5) Foreign Juristic Person has to declare cost of ordinary shares by submitting the Confirmation of Securities Cost Form together with the evidence demonstrates
the cost. If the Offeree fails to declare the cost basis and to submit proper evidence of the cost basis, the withholding tax will be imposed on the entire proceed
of the sale of the ordinary shares.
In case of security holder’s authorized representative
1. Power of Attorney affixed with stamp duty
2. Certified copy of identification documents of the shareholder and authorized representative as specify above
5. Submit all documents to
Please contact Ms. Kulnada Rujjanavate or Mr. Phitsanu Taengthong or Ms. Sunisa Rodlak
Sathon, Bangkok 10120 Tel. 0-2343-9500 ext 603 or ext 605 or ext 607 Fax. 0-2286-6333
Note: All NVDR holders should submit the Tender Offer Acceptance Form 2 business days before the last tender offer date.
Appendix B.2
Tender Offer Acceptance Form for NVDR (to sell NVDRs of Magnecomp Precision Technology Public Company Limited)
Date
………………………………………………………………
Acceptance Form No. .....………………………………………
To:
TDK Corporation (“Offeror”) and Trinity Securities Company Limited (“Tender Offer Agent”)
I/We (Mr./Mrs./Ms./Company) .....…………………………………………………………………………………….…………............................. …………....Nationality .…………………………………………...
Contact Address ………………………………………………………………………………………………..………………………………………………………...............................……………………………….
……………………………………………………………………………………...Postal Code …………………………………….. Telephone No. …………………………………. Fascimile .……………………
Please specify type of seller
Natural Person of Thai Nationality
ID Card/Civil Servant ID Card/State Enterprise Card No. ……………... ..................................…………………………………
Natural Person of Alien Nationality
Alien Card/Passport No. ………... .............................................………………………………………….………………………
Juristic Person of Thai Nationality
Company Registration No. ..............………………………………………………………………………………………………
Juristic Person of Alien Nationality that Operates Business in Thailand
Company Registration No. ..............………....……………………………………………………………………………………
Juristic Person of Alien Nationality that Does Not Operate Business in Thailand Company Registration No. ........................……………………………………...………………………………………………………
I/We hereby accept to sell …………………................ (…...........…………………………………..……..) NVDRs representing ordinary shares of Magnecomp Precision Technology Public Company Limited at the price of Baht 2.70
(two point seven zero) per share. I/We acknowledge that the sale is subject to a brokerage fee of 0.25% of the offer price and value added tax (VAT) at the rate of 7% of the brokerage fee. The net price received by the offerees will be
Baht 2.6927775 (two point six nine two seven seven seven five)per share, a total value of Baht …... ...………………………………. (…………………………………... .…………………………………….……………….)
I/We hereby appoint Trinity Securities Company Limited as my/our proxy to sell, transfer, deliver NVDRs, arrange the payment procedure and process, and do any other thing necessary and relevant to my/our acceptance of
the Tender Offer.
Transfer Scripless NVDRs
Transfer
TSD Participant No.
Transfer Slip No. TSD
No. of NVDRs
Total
Settlement Date:

I/We hereby declare my/our intention to receive the share payment 3 business days after the end of the Tender Offer period, which is on April 29, 2008. I/We acknowledge that I/we may cancel my/our intention
to sell the shares during the hours of 9.00 a.m. to 4.00 p.m. on business days during the period from February 18, 2008 to March 31, 2008. (30 business days from the commencement date of the Tender Offer period.)
Note: After submitting this form, the Offeree cannot change the settlement option selected. If no settlement option is selected, payment will be made after the end of the Tender Offer period in accordance with the second
payment option above. In this case, the Offeree’s right to cancel their acceptance of the Tender Offer as abovementioned will be preserved.
Payment Option:
Collect a payment cheque at Trinity Securities Company Limited
Transfer payment to account at Bangkok Bank Plc.
Transfer payment to account at Siam Commercial Bank Plc.
Transfer payment to account at Kasikornbank Plc.
Transfer payment to account at Krungthai Bank Plc.
(The account name must be the same as the Offeree’s name shown on this form. In the case of automatic transfer through banks, please attach a certified copy of the first page of the savings passbook or current account statement with
this form.)
I/We attach evidence of transfer of the NVDRs to account “TRINITY SECURITIES COMPANY LIMITED FOR TENDER OFFER” account no. 022-000000015-9 and proof of identity in respect of the Offeree or proof of
registered company (for juristic person) as set out in the Tender Offer Acceptance procedure. I/We hereby certify that all NVDRs offered for sale are free from any encumbrance.
Signed…………………………………………... ............... ...………Proxy
(….............. ..……………………………………………….)
Signed……………………………………….................. ...………………Offeree
( ... ................…………………………………………………….. )
Transfer of Scripless NVDR and Tender Offer Acceptance Form Receipt
Date ………………………………………………….
Acceptance Form No. ………………………... ......... ..………….
Trinity Securities Company Limited has received the Tender Offer Acceptance Form to purchase NVDRs of the securities of Magnecomp Precision Technology Public Company Limited and the Transfer of Scripless NVDR with the
document to transfer NVDRs totaling …………………………………………… NVDRs from (Mr./Mrs./Miss/Company)………………………………………………………………………………………………………………
Settlement Intention:
3 business days after the last date of the Tender Offer period, which is on April 29, 2008
The Offeree will receive payment by:
Cheque collected at Tender Offer Agent Office
Transfer to Bangkok Bank Plc.
Transfer to Siam Commercial Bank Plc.
Transfer to Kasikornbank Plc.
Transfer to Krungthai Bank Plc.
Signed ………………………………………………….. Recipient
(…………………………………………………..)
For more information, please contact: Khun Kulnada Rujjanavate or Mr. Phitsanu Taengthong or Ms. Sunisa Rodlak
179/109-110 Bangkok City Tower, 25th Floor, South Sathon Road, Tungmahamek, Sathon, Bangkok 10120 Tel. 0-2343-9500 ext. 603 or ext 605 or ext 607 Fax. 0-2286-6333
Appendix B.3
Confirmation of Securities Cost Form for NVDR
(For Foreign Juristic Person Only)
Date…..….………………………………..
To:
Trinity Securities Company Limited (“Tender Offer Agent”)
With reference to the Tender Offer to purchase NVDR of Magnecomp Precision Technology Public Company
Limited by TDK Corporation (“the Offeror”) I/We……………………………………..….………………………
Nationality………………… Tax Identification No. (if any)……………………………….would like to declare the
cost of tendered shares as specified below:
NVDR certification No./
No. of NVDR
Transfer Slip No.
(Transfer date)
….……………………………….. ….………………………….
Cost per unit
(Baht)
….………………………….
….……………………………….. ….………………………….
….………………………….
….……………………………….. ….………………………….
….………………………….
Total ….………………………….
….………………………….
I/We hereby, attached ……………………………………………………………………………………….……...
totaled ………………………………………, as evidence(s) of cost of the NVDR for withholding tax
calculation.
I/We hereby certify that the above statements are true.
Signature……………..…………………..Offeree
(……………………………………..)
Foreign Juristic Person has to declare cost of shares by submitting the Confirmation of Securities Cost Form together with
the evidence that demonstrates the cost basis. If the Offeree fails to declare the cost basis and to submit proper evidence
of the cost basis, the withholding tax will be imposed on the entire proceeds of the sale of the shares.
Appendix B.4
Power of Attorney
Duty Stamp
Baht 30
Made at ………………………………
Date…………………………………..
By this Power of Attorney, I/We………………………….….…………...…….…..….. Age ……..…..….…years
Nationality……….………...…..……… Address……………………………………………..…………………………..
…………………………………………………………….………………..………..…………………………………....
Country ……………………………..………………… hold(s) ……………………………… ……………….…
NVDRs
of
Magnecomp Precision Technology Public Company Limited hereby authorize
Mr./Miss/Mrs.…..……………….…….….…..…………………………………………………Age……..…….…years
Nationality………………….. Address…………………………………….……………………………………………..
………………………………………………………………..………………Country………………………………. to
act as my/our proxy to sell, transfer and deliver NVDRs of Magnecomp Precision Technology Public Company
Limited and to be authorized to do and execute all such other matters in connection with the aforesaid mentioned
on my behalf until its completion.
Any act taken by my/our proxy shall be deemed to be taken by myself/ourselves in every respect.
……………………………………….Grantor
(……………………………………..)
….…………………………………….Proxy
(……………………………………..)
……………………………………….Witness
(……………………………………..)
……………………………………….Witness
(……………………………………..)
Note: Certified true copies of ID or Corporate Certificate of the Grantor and authorized representative are required to be
attached herewith.
In the case that the Grantor or authorized representative is foreign juristic person, Corporate Certificate must be
certified by the notary public officer and Thai Embassy or Thai Consulate in the country where the documents were
prepared and must not exceed 1 year.
Appendix C
Tender Offer Cancellation Procedures and Forms
1. Tender Offer Cancellation Procedures
2. Tender Offer Cancellation Form
3. Power of Attorney (For Cancellation of the Tender Offer Acceptance Form)
Appendix C.1
Tender Offer Cancellation Procedures
for Ordinary Shares of Magnecomp Precision Technology Public Company Limited
Shareholders of Magnecomp Precision Technology Public Company Limited who wish to cancel their intention to sell securities.
Fill in the Tender Offer Cancellation Form
Enclose the following supporting documents ( all certified true copies)
1) Thai Individual
A copy of Civil Servant ID Card (with a copy of house
registration) or
A copy of State Enterprise Employee Card (with a copy of house
registration)
association, and the most recent/updated affidavit issued not
exceeding 1 year
4.2 Documents for individuals described in No. 1) or 2) above (as
applicable) of the person who is duly authorized by the
company to certify true copies of the documents in 4.1 above
Documents in 4.1 and 4.2 must be certified by a notary public officer
and consularized at a Thai Embassy or Thai Consulate in the country where the
documents were prepared (with such consularization not exceeding 1 year).
A copy of Alien Certificate or
A copy of Passport
3.1 A copy of the most recent/updated (not exceeding 1 year) affidavit issued by the Ministry of Commerce
certified by the authorized signatory directors of the juristic person
with affixation of corporate seal (if any)
3.2 Documents for individuals described in No.1) or 2) above (as applicable) of the person who
is duly authorized by the company to certify true
copies of the documents in 3.1 above
Additional documents in case of the appointment of a shareholder’s authorized representative
1. Original power of Attorney (affixed with stamp duty)
2. Certified copy of identification documents of the grantor and of the authorized representative as specified in 1, 2, 3 or 4 (as applicable) above
Submit all documents by March 31, 2008
Sathon, Bangkok 10120 Tel. 0-2343-9500 ext 603 or ext 605 or ext 607 Fax. 0-2286-6333.
Appendix C.2
Tender Offer Cancellation Form of the securities of Magnecomp Precision Technology Public Company Limited
Date………………………………………………
Cancellation Form No………………………….
To: TDK Corporation (“the Offeror”); Trinity Securities Company Limited (“Tender Offer Agent”)
I/we (Mr./ Mrs./ Miss/ Company) ……………………….…………………………………………………………………………………………………………………..
Address…………………………………………………………………………………………………………………………………..…………………………………………
……………………………………..…….. Postal Code…………………………………….. Telephone No. ………………………………………………… hereby cancel
my/our intention to sell ……………………………………ordinary shares of Magnecomp Precision Technology Public Company Limited (the “Company”), subject to the
terms and conditions stated in the Tender Offer document. I/We submitted the Tender Offer Acceptance Form of the securities of the Company dated……………………..
Acceptance Form No………………………………………, amount of ordinary shares tendered……………………………………………………………………………
I/We would like to receive the securities in the same method as tendered by
Share certificate (share certificate will be collectible at Trinity Securities Company Limited on the business day following the date of submission of the Tender
Offer Cancellation Form)
Scripless or NVDR (through TSD)
Broker’s Name……………………………………………… Broker’s Number……………………………………………………
Account Name……………………………………………… Account Number……………………………………………………
Trinity Securities Company Limited will transfer the shares into the above account on the next business day following the date of submission of the
Tender Offer Cancellation Form.
I/We hereby agree to accept the terms and conditions stated above.
Signature…………………………………………………Proxy
(…………………………………………………)
Signature…………………………………………………Offeree
(…………………………………………………)
________________________________________________________________________________________________________________________________
Receipt of Tender Offer Cancellation Form
Date ……………………….
Cancellation Form No……………………….
Trinity Securities Company Limited, as the Tender Offer Agent, hereby confirms receipt of the Tender Offer Cancellation Form of Magnecomp Precision Technology Public
Company Limited from (Mr./ Mrs./ Miss/ Company) ……………………………………………………………………………………….…………………………………………
Amount of cancelled securities………………………………. ordinary shares and the Receipt of Tender Offer Acceptance Form No……………………………………………….
The securities will be returned to the person who has cancelled by
Share certificate (share certificate will be collectible at Trinity Securities Company Limited the next business day following the date of submission of the Tender
Offer Cancellation Form)
Scripless or NVDR (through TSD)
Broker’s Name………………………………………………
Broker’s Number…………………………………………………………..
Account Name………………………………………………
Account Number…………………………………………………………..
Trinity Securities Company Limited will transfer the share through TSD securities trading specified above the next business day following the date of submission of the
Tender Offer Cancellation Form.
Signature……………………………………………………..Recipient
(
)
Appendix C.3
Power of Attorney
(For Cancellation of the Tender Offer Acceptance Form)
Duty Stamp
Baht 30
Made at ………...…………………………………………...
Date …………………………………………………………
I/We ……………………………………………………………….……………………..……… Age ……..…...……...……
Nationality ……………………… residing at (address that can be reached by mail) …………………..…….………………
…………………………….…………………………………………..……Postal Code ……..………………………………….
hereby authorize……………………………………………………………………………... .. Age …………………..……...
nationality ……………………… residing at (address that can be reached by mail) …………..…………………………….
…………………………….………………………………………….……Postal Code ……………………………………...…….
to act as my/our proxy to cancel the tender offer acceptance form of ……………………………………. ordinary shares of
Magnecomp Precision Technology Public Company Limited which I/we intended to sell to TDK Corporation (“Offeror”)
and hereby authorize said person to do and execute all such other matters in connection with the aforesaid transactions
on my behalf until its completion.
Any act taken by my/our proxy shall be deemed to be taken by myself / ourselves in every respect.
………………………………………………………………… Grantor
(
)
……….………………………………………………………… Proxy
(
)
………………………………………………………………… Witness
(
)
………………………………………………………………… Witness
(
)
Note Certified true copy of ID card of the Grantor (in case of Thai individual) or the most recent/updated company
affidavit or commercial registration of the Grantor and certified true copy ID card (in case of Thai individual) or
passport (in case of foreigner) of the authorized representative(s) are required to be attached herewith.
In case the Grantor or authorized representative is foreign juristic person, the most recent/updated company affidavit
or commercial registration and copy of passport of the authorized representative(s) must be certified by a notary
public officer and consularized by a Thai Embassy or Thai Consulate in the country where the documents were
prepared (must not exceed 1 year).
.
Appendix D
TDK Financial Statements