Newsflash: SPH plans acquisition of HWZ

According to SGX, SPH is planning a S$7.1million acquisition of HWZ. The deal is set to be completed by 1 Nov. Anxious EDMWers have pledged to boycott HWZ if the deal is successful. The search for a new forum has begun.

-End of newsflash-
Appendix A (The announcement):

SINGAPORE PRESS HOLDINGS LIMITED

ANNOUNCEMENT TO THE SINGAPORE EXCHANGE LTD
______________________________________________________________
PROPOSED ACQUISITION OF CERTAIN PUBLICATION TITLES, MARKS
AND NAMES AND THE WHOLE OF THE ISSUED SHARE CAPITAL OF
HARDWARE ZONE PTE LTD AND ITS GROUP OF SUBSIDIARY
COMPANIES (THE “PROPOSED ACQUISITION”)

The Board of Directors of Singapore Press Holdings Limited (the “Company”) wishes to announce that SPH Magazines Pte. Ltd. (“SPHM”), a wholly-owned subsidiary of The Straits Times Press (1975) Limited which is 100%-owned subsidiary of the Company, has today entered into share purchase agreements on 29 September 2006 (the “Share Purchase Agreements”) with GreenDot Internet Services Pte Ltd, Savoury Associates Ltd, SiS Netreprenuer Ventures Corp and its founding members among them, Jackie Lee Choon Yau, Eugene Low Wei An, Wong Jong Siang, Ang Chi Hoe, Tang Shiau Khee, Poh Swee Hong (the “Vendors”). Under the Share Purchase Agreements, SPHM agrees, subject to the satisfaction of certain conditions, to acquire from the Vendors:

a) all magazine and online publication titles, trade names and marks owned by Hardware Zone Pte Ltd and its subsidiary companies namely HWM, Hardwarezone.com, Game Axis and PhotoVideoi (collectively, the “Specified Marks”); and

b) all the shares (collectively, the “Shares”) in the capital of the following companies (the “HWZ Group”):

(i) 1,763,750 ordinary shares in the entire issued capital of Hardware Zone Pte Ltd;

(ii) 200,000 ordinary shares in the entire issued share capital of Heritage Media (S) Pte Ltd;

(ii) 22,500 ordinary shares of Thai Baht 100 each constituting the entire issued share capital of Hardware (THAILAND) Co Ltd ; and

(iii) 19,500 ordinary shares of Pesos 100 each constituting the entire issued share capital of HardwareZone Philippines Corporation; and

(iv) 500,000 ordinary shares of RMB 1 each constituting the entire issued share capital of Beijing Game Axis Info Ltd.

Rationale for the Proposed Acquisition

HardWareZone’s online magazine business strategy will complement SPH Magazines’ strong print magazine business and this will augment SPH Magazines’ profile in the region as a major publisher with multi-platforms to offer its readers and advertisers.

Consideration

The aggregate consideration (the “Aggregate Consideration”) for the Proposed Acquisition is S$7.1 million, and was arrived at following negotiations on a willing buyer, willing seller basis. The Aggregate Consideration is payable in cash on the Completion Date (defined below).

Completion Date and Conditions Precedent

The scheduled date of completion of the Proposed Acquisition is on or around 1 November 2006 (the “Completion Date”), or such other date as may be agreed in writing by SPHM and the Vendors.

The Share Purchase Agreement is conditional upon inter alia, the respective parties obtaining the necessary approvals of the sale of the Shares and the Specified Marks on the terms and conditions of the Share Purchase Agreement.

If the conditions are not fulfilled by the Completion Date, the Share Purchase Agreement shall lapse and become null and void.

Financial Effects of the Proposed Acquisition

The Proposed Acquisition is fully funded by internal resources.

The Proposed Acquisition is not expected to have any material impact on the net tangible assets per share or earnings per share of the Company for the current financial year ending 31 August 2007.

One of our Directors, Mr Sum Soon Lim served on the board of directors at Green Dot Capital Pte Ltd, parent company of GreenDot Internet Services Pte Ltd between 12 February 2001 and 26 April 2006. Save as disclosed, no other directors of the Company has any interest, direct or indirect, in this Proposed Acquisition.

Dated : 29 September 2006

Submitted by Ginney Lim May Ling, Group Company Secretary to SGX on 29 September 2006.

Tags: Hardwarezone, Hardwarezone forum forums, EDMW, Eat Drink Man Woman