KUALA LUMPUR (Jan 21): Independent adviser BDO Capital Consultants Sdn Bhd has advised Versatile Creative Bhd (VCB) minority shareholders to accept its largest shareholder NSK Trading Sdn Bhd’s takeover offer as the deal is “fair and reasonable”.

In VCB's bourse filing today, BDO said the offer price of 70 sen was fair because it represented a premium of 44 sen or 169.2% to the estimated fair value per VCB share of 26 sen.

It also said the offer price represented a discount of 7.28% per VCB share to the last closing price at the latest practicable date (LPD) of 75.5 sen and 2.45% to the five-day volume-weighted average market price (VWAP) up to the LPD.

It said the offer is reasonable as VCB shares are relatively illiquid and in the absence of a competing offer, the offer provides an opportunity to the holders to realise their investments in VCB.

According to BDO, the average monthly trading volume-to-free-float of the VCB shares from January 2020 to December 2020 of 4.47% is lower than the average monthly trading volume-to-free float of the Bursa Malaysia Industrial Products and Services Index of 40.61% over the same period.

“Hence holders may have limited opportunities or it may require a longer time for holders to dispose of their offer shares in the open market after the closing date,” it said.

NSK Trading on Dec 21 last year triggered a mandatory takeover offer for the remainder stake it does not own in VCB after it acquired an additional 15 million shares representing a 5.9% stake in VCB for RM10.5 million or 70 sen apiece via a direct business transaction.

At noon break, VCB slipped one sen or 1.37% to 72 sen, valuing the company at RM183.34 million.