Widad Group Berhad (KLSE:WIDAD) entered into a conditional share sale agreement to acquire 10% stake in YBK Usahasama Sdn Bhd from Sharifah Hamidah binti Syed Hussin and Nor Shila binti Mustapa for MYR 12.4 million on February 19, 2020. The consideration will be paid in cash. As per the terms of the transaction, 10% of the Total Consideration i.e. MYR 1.24 million will be paid as deposit upon the execution of the agreement and 90% of the consideration i.e. MYR 11.16 million will be paid as balance on the completion date of the acquisition. Purchase Consideration shall be adjusted in any of the following circumstances/manner: (i) sellers not fulfilling their warranties, whereby the downward adjustment to purchase consideration shall be by the amount required rectify such nonfulfillment, if applicable; and/or (ii) by the amount of tax, statutory and other contingent liabilities which remain due and owing to the respective statutory bodies/authorities/parties, and which provisions have not been made in the audited financial statements of YBK Usahasama as at June 30, 2019. In a related transaction, Widad Group Berhad entered into a conditional share sale agreement to acquire 90% stake in YBK Usahasama Sdn Bhd from Seri Mendapat Project Management Sdn. Bhd., Yayasan Bina Kesejahteraan, Selamat bin Amir, Dato’ Zainal Abidin bin Haji Sakom, and Mohamed Tamin bin Mohd Yusof for approximately MYR 110 million on February 19, 2020. The Cash Consideration will be funded via internally generated funds and/or bank borrowings. Upon completion of the Proposed Acquisitions, YBK Usahasama will become a wholly-owned subsidiary of Widad. The agreement shall be terminated in the event that if all or any of the agreement Conditions Precedents are not fulfilled within 180 days after the date of the agreement and that neither party shall have any claims against the other party for costs, damages, compensation or otherwise, save for in the event that the failure of fulfilling the Conditions Precedent is wholly attributable to seller, the deposit amount of MYR 1.24 shall be refunded to Widad without interest within 14 days of termination. For the financial year ended June 30, 2019, in YBK Usahasama reported revenue of MYR 59.83 million, profit after tax of MYR 12.54 million and net assets of MYR 58.03 million. The transaction is subject to approval from the board of YBK Usahasama, receipt of approvals from Unit Kerjasama Awam Swasta or any other relevant government authorities, waiver of debt due and owing from YBK Usahasama to sellers, waiver from sellers to waive their pre–emptive rights and entitlement in respect of the acquisition of the sale shares; settlement of all tax and statutory liabilities of YBK Usahasama, execution of the share sale agreement for the sale and transfer of 4.5 million shares (representing 90% shareholding in YBK Usahasama) to Widad; and receipt of approval from all the financiers of YBK Usahasama for the change of the shareholding of the shareholders of YBK Usahasama, if applicable. Widad obtaining the written approval of its board of directors, Widad obtaining the written approval of its members for the purchase, satisfactory conduct and completion by Widad and its advisors of legal, tax and financial due diligence, satisfactory conduct and completion of the special audit for the period between July 1, 2019 up to December 31, 2019. The transaction is conditional on approval from Widad Group Berhad shareholders, Bursa Securities for the listing and quotation for the Consideration Shares to be issued pursuant to the Proposed Acquisitions on the ACE Market of Bursa Securities. As of October 1, 2020, Bursa Securities in Malaysia has approved the listings of shares on the stock exchange. As of October 9, 2020, Board of Directors of Widad approved the transaction. On March 4, 2021 all conditions are being fulfilled. As of November 19, 2020, Widad Group Berhad, YBK Usahasama Sdn Bhd, Sharifah Hamidah binti Syed Hussin and Nor Shila binti Mustapa have mutually agreed to extend the period for 90 days (i.e. up to 19 February 2021) to fulfil the Condition Precedents. Barring any unforeseen circumstances, the acquisition is expected to be completed by the second quarter of year 2020. As of October 9, 2020, transaction is expected to complete in early December 2020. The Proposal is not expected to have immediate material effect on the consolidated earnings. M&A Securities Sdn. Bhd. acted as financial advisor and Al Jafree Salihin Kuzaimi PLT acted as accountant to Widad. Ahmad Izwan Adnan of SALIHIN CONSULTING GROUP SDN. BHD. provided valuation of YBK Usahasama.