TOMEI International (Holdings) is planning to scoop up 51 per cent of Yanion International Holdings in a $156.62 million deal. The transaction is being proposed at major discounts to the market value of the takeover target's shares and warrants. Tomei, a leading original equipment manufacturer and investor in other companies in the sector, is taking up existing shares from the controlling shareholders. In a separate subscription, a placing by HG Asia is also being arranged to independent third parties amounting to $24.72 million or eight per cent of the enlarged share capital of the company. It is also being proposed that a special general meeting be presented with the proposal to increase the authorised share capital of the group from $60 million to $120 million through the creation of 600 million Yanion shares. A general offer has been triggered under the Securities and Futures Commission takeovers code. Shareholders are being offered 41 cents a share and one cent a warrant, being the same values at which the subscription and placement are proposed. The share offer is at a 32 per cent discount to the stock's close on Thursday, while the warrant offer is at a 92 per cent discount. The shares closed at 60 cents on Thursday. The average price of the shares for the 12 months to last Thursday was 63.7 cents. The high of the period was 97 cents and the low was 49 cents. The deal price amounts to a seven per cent discount to net tangible assets per share of 44 cents. A joint statement yesterday said: ''As set out in the interim result issued by Yanion, Yanion has been looking for a business partner in order to strengthen its financial position.'' The subscription will pay down $110 million of group debt. The statement said: ''The intention of the subscriber is that Yanion will concentrate on its existing businesses, namely, the development, manufacture and sale of cassette mechanical drives, high-precision metal and plastic components and the design of such components and moulds.'' Tomei intends to maintain the Yanion listing and keep 25 per cent of the group shares in public hands. Under the terms of the subscription agreement, Leung Wah-chai and Butt Wing-han, along with a company linked to Leung Tai-shing, have agreed not to take up the general offer. Their aggregate of shares amounts to 180 million, or 24 per cent of the group. Tomei plans to subscribe to 382 million shares under the agreement while 60 million will be placed with third parties by HG Asia. At December 31 last year, the net assets of Yanion were shown to be $132.4 million. The profit recorded for the fiscal year ending December was $2.4 million. Trading in Yanion, which was suspended on Friday, is expected to resume today.
