WIN Win International Holdings announced yesterday it would sell its entire share capital of $416 million to Texan Management and appoint a new board of directors. Trading in the textile machinery seller's shares is expected to resume tomorrow, after a suspension of more than a month following the resignation of three of its directors in early May. In a joint statement yesterday, Win Win and Texan explained that on June 2 Texan had signed agreements with former chairman Daniel Lam Kam-yau and Savio Lam Holdings Corp - a private company set up for Win Win director Savio Lam Kam-chuen and his family - to buy 150.16 million shares at $1.388 a share. The shares, which are expected to be sold for $208.42 million, represent about 50.1 per cent of Win Win's share capital. Once that deal is finalised, Texan has offered to purchase the remaining Win Win shares for $1.388 each through investment vehicle Goldwyn Capital. The offer price is 25 per cent higher than the unaudited pro forma consolidated net asset value per share of $1.11 on September 30, 1994, and 31 per cent higher than the shares' closing price of $1.06 on May 5. Texan, an investment holding company incorporated in the British Virgin Islands, is 51 per cent owned by Pacific Capital (Holdings) subsidiary Pacific Capital Investment, and 49 per cent owned by Prima Pacific (Holdings). Savio Lam resigned last month after the stock exchange learned that he had been found guilty in 1973 of handling stolen goods in the robbery of Wah Ngai Jewelery Co in October 1972. Garry Lam Kam-yin, his brother, was sentenced to eight years in prison for armed robbery in the same incident. Daniel Lam, a third brother, was not involved in the crime, but he also resigned in May following the exchange's discovery that his brothers had not disclosed their previous convictions. Under the proposed acquisition agreement, the Win Win Group will sell 21 properties in Hong Kong and China for $99.1 million to Savio Lam, his associates or independent third parties. Win Win will then lease back six properties in Hong Kong and five on the mainland for $4 million a year to continue the group's trading business. The disposal is expected to give Win Win a non-recurring exceptional gain of about $20 million for the 1995-1996 financial year. An option agreement will also require Savio Lam and his family to buy all the trading operations and related assets of the Win Win Group for at least $65 million anytime within 15 months after Texan acquires them. A third agreement requires Savio Lam and his family to deposit 69.18 million shares - about 23.1 per cent of Win Win's share capital - with Pacific Capital (Securities) for a 15-month custodial period. That is to ensure that Savio Lam and his family fulfil all their obligations to Texan. Other conditions of the agreement include: that Win Win's shares remain listed and traded in Hong Kong; that the acquisition is approved by independent shareholders at a general meeting; that Texan Management is satisfied with the results of a due diligence exercise now under way; that the acquisition is approved by relevant authorities. In addition to maintaining Win Win's existing businesses, Texan plans to explore opportunities to diversify the company. Larry Horner, beneficiary owner of Prima Pacific, is expected to join the company's new board.