Osaki Electric Co. Ltd. (TSE:6644) made an offer to acquire SMB United Ltd. (SGX:S16) for approximately SGD 190 million in cash on December 28, 2011. Osaki Electric will acquire 489.15 million shares for SGD 0.40 each. The consideration will be funded from the financial resources of Osaki Electric. A total of 37.42% shareholders have given irrevocable undertakings to Osaki Electric. The sellers who have agreed to accept the offer as per irrevocable undertakings are Lee Phuan Weng, Ang Lucy, Lawrence Lee Wee Hian, Ang Lai See, Lee Yong Heng, Lee Kwang Mong, Terri Lee Hwee Choo, Lee Soo Chin, Lee Yong Siang, Goh Ban Kin, Foo Juat Eng, Goh Woon Keat, Goh Woon Peng, Henry Hoe Leong Seng, Koh Ah Huat, Tay Teng Tiow and Hung Cheau Ling. On October 31, 2011, Boer Power Holdings Limited has also made an offer to acquire the shares of SMB United for SGD 0.32 each. As a result of the offer, SMB United will be delisted. If any dividend, right or other distribution is declared, paid or made by SMB on the shares on or after the offer and Osaki Electric is not entitled to receive such dividend, right or other distribution in full from SMB in respect of any of the shares tendered in acceptance of the offer, the offer price payable in respect of such shares will be reduced by the amount of such dividend, right or other distribution. The Offer will be conditional upon Osaki Electric having received valid acceptances from more than 50% of the shareholders by the close of the offer. The irrevocable undertakings shall terminate and cease to have any effect on the date on which the offer lapses or is withdrawn. If Osaki Electric receives valid acceptances of the offer from 90% of the shareholders then Osaki Electric will be entitled to exercise the right to compulsorily acquire all the shares held by the shareholders who have not accepted the offer. As on January 16, 2012, a formal document has been despatched today to shareholders of SMB United Ltd. The offer will close on February 13, 2012. As on January 27, 2012, the offer has become unconditional and 53.54% shareholders have accepted the offer representing an aggregate of approximately 260 million Shares. The offer will remain open for acceptance until February 27, 2012. Independent Directors are being advised by Ernst & Young Singapore, Investment Banking Arm who are considered independent for the purposes of the Osaki Offer, and the recommendations of the Independent Directors on the Osaki Offer, will be sent to shareholders of SMB United by January 30, 2012. Independent Directors have advised shareholders to not to take any action in respect of their shares which may be prejudicial to their interests interests, and to exercise caution when dealing in the shares, until they have considered the information, the advice of the Ernst & Young Singapore, Investment Banking Arm and the recommendations of the Independent Directors to be contained in the Osaki Offeree Circular. Ernst & Young advise the independent Directors to recommend that shareholders accept the offer or sell their shares in the open market if they can obtain a price higher than the Osaki offer price. The independent Directors, having considered carefully the terms of the offer and the advice given by Ernst & Young concur with the advice by Ernst & Young in respect of the offer. Lee Shao Ping and Lin Yong Sin of Daiwa Capital Markets Singapore Limited acted as financial advisor for Osaki Electric. Lazard Asia Limited acted as the financial advisor for SMB United. Boardroom Corporate & Advisory Services Pte. Ltd. and The Central Depository (Pte) Limited acted as registrars for Osaki Electric Co. Ltd. Ernst & Young Singapore, Investment Banking Arm acted as financial advisor for SMB United Ltd. Lee Kim Shin, Lee Kee Yeng and Zahedah Abdul Rashid of Allen & Gledhill acted as legal advisors for Osaki Electric Co. Ltd. Moy Pui Yee of Rahmat Lim & Partners acted as legal advisor to Osaki Electric. Lawrence Tan of Rajah & Tann LLP acted as legal advisor to SMB United. Osaki Electric Co. Ltd. (TSE:6644) completed the acquisition of SMB United Ltd. (SGX:S16) on February 27, 2012. SMB United Ltd. has become the wholly-owned subsidiary of Osaki Electric Co. Ltd. in March 2012.