D&O GREEN TECHNOLOGIES BERHAD
D & O GREEN TECHNOLOGIES BERHAD (formerly known as D & O VENTURES BERHAD) ("D&O" or "the Company")
- MEMORANDUM OF UNDERTSTANDING BETWEEN ITS WHOLLY OWNED SUBSIDIARY AND SECURITAG ASSEMBLY GROUP CO., LTD
The Board of Directors of D&O is pleased to announce that its wholly owned company, namely, Omega Semiconductor Sdn Bhd (“Omega”) had on 18 March 2010 entered into a Memorandum of Understanding ("MOU") with Securitag Assembly Group Co., Ltd ("SAG").
1. DETAILS OF THE MOU
1.1 Background on SAG
SAG, a company with limited liabilities incorporated in Taiwan with registered address at No. 1 Gongye 9th Road, Dali City Taichung 412, Taiwan, is an established company involved in global turnkey technology solution provider for a comprehensive range of Radio Frequency Identification (“RFID”) transponders, covering major markets in Europe, Japan, Taiwan and the US, it also offers global customers services ranging from antenna and chip module design and manufacturing to complete tag packaging design and manufacturing, using a wide spectrum of RFID technologies.
1.2 Objectives of the MOU
The purpose of the MOU is to provide the basis for negotiation and execution of the relevant documents for the purpose of undertaking the merger of RFID operations by Omega and SAG and to set out the general understanding of the parties.
2. SALIENT POINTS OF MOU
There shall be a sale of business in respect of RFID (“RFID business”) by Omega to SAG and SAG shall acquire the RFID Business at a purchase consideration amounting to USD1,700,000.00.
Omega’s RFID business will be spun off as a going concern into a wholly owned new company (“NewCo”) to be incorporated in Malaysia by SAG. As such, on completion date, the entire RFID business of Omega will be transferred to the NewCo.
The Company will subscribe up to 15% of the equity shareholding of the issued and paid-up capital of SAG.
The MOU is in line with the overall strategy of D&O to re-focus its resources on expanding its global LED business.
The Board of Directors also believes the merger will significantly enhance the enlarged group’s R&D, manufacturing and global distribution capabilities, which in turn, will enable the group to better serve the needs of existing and future customers.
4. FINANCIAL EFFECT OF THE MOU
The MOU is not expected to have any material effect on the earnings, net assets and gearing of D&O for the financial year ending 31 December 2010.
The MOU will not have any effect on the issued and paid-up share capital of the Company as well as its substantial shareholder’s shareholdings.
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and major shareholder(s) of the Company or any persons connected to them has any interest, direct and indirect in the MOU.
6. STATEMENT BY DIRECTORS
The Board of Directors of D&O is of the opinion that the MOU is in the best interest of the Company.
7. APPROVAL REQUIRED
The MOU not subject to the approval of the shareholders of the Company or any regulatory authorities.
This announcement is dated 19th day of March 2010.
Announcement Details :
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