Salcon Berhad ("salcon" Or "company") (A) proposed Acquisition of 74.165% of oriental Capital Assurance Berhad ("Oriental") for a Total cash consideration of RM129,805,536 ("Proposed Acquisition"); And (B) Proposed mandatory general offer for the Remaining Ordinary Shares of RM1.00 each In Oriental Which Are Not Already Owned By It ("Offer Shares") for A Cash Consideration Of RM1.75 For Each Offer Share ("Propsoed Mandatory General Offer"). (Collectively Referred As The "proposals")

BackOct 02, 2007
General Announcement
Reference No MM-071002-65508

Submitting Merchant Bank
:
 MIMB INVESTMENT BANK BERHAD 
Company Name
:
 SALCON BERHAD 
Stock Name
:
 SALCON
Date Announced
:
 02/10/2007


Type : Announcement
Subject : SALCON BERHAD ("Salcon" or "Company")

(A) PROPOSED ACQUISITION OF 74.165% OF ORIENTAL CAPITAL ASSURANCE BERHAD ("ORIENTAL") FOR A TOTAL CASH CONSIDERATION OF RM129,805,536 ("PROPOSED ACQUISITION"); AND

(B) PROPOSED MANDATORY GENERAL OFFER FOR THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN ORIENTAL WHICH ARE NOT ALREADY OWNED BY IT ("OFFER SHARES") FOR A CASH CONSIDERATION OF RM1.75 FOR EACH OFFER SHARE ("PROPSOED MANDATORY GENERAL OFFER").

(COLLECTIVELY REFERRED AS THE "PROPOSALS")

Contents :

We refer to the announcements of 28 August 2007 and 14 September 2007 in relation to the abovementioned Proposals. On behalf of the Board of Directors of Salcon, MIMB Investment Bank Berhad (formerly known as Malaysian International Merchant Bankers Berhad) ("MIMB") is pleased to announce that the Securities Commission ("SC") has (pursuant to the Guidelines on the Acquisition of Interest, Mergers and Take-Overs by Local and Foreign Interests issued by the Foreign Investment Committee ("FIC")), vide its letter dated 1 October 2007, approved the following:-

(a) acquisition of 74,174,592 ordinary shares of RM1.00 each representing approximately 74.165% of the issued and paid-up share capital of Oriental by Salcon from Maika Holdings Berhad for RM1.75 per share or a total cash consideration of RM129,805,536; and(b) mandatory general offer by Salcon for the remaining ordinary shares of RM1.00 each in Oriental which are not already owned by it for a cash consideration of RM1.75 for each share.

The SC's approval of the Proposals is subject to the following conditions:-

(i) MIMB to fully comply with any conditions to be imposed by the Minister of Finance via Bank Negara Malaysia pertaining to the Proposed Mandatory General Offer;

(ii) MIMB to inform the FIC on the status of the equity condition which was imposed on Capital OCA Berhad (formerly known as Capital Insurance Berhad), a wholly-owned subsidiary of Oriental and to forward the said letter to the SC; and

(iii) MIMB to inform SC upon completion of the Proposed Acquisition and Proposed Mandatory General Offer.

This announcement is dated 2 October 2007.