Biosis's announcement saying that Biosis Marketing Sdn Bhd accepts the rights to act as Sole Agent and Distributor on an exclusive basis the contracted rubber gloves and condoms.
This is announced on Mar 2, 2010 and the general public see the announcement only on Mar 3, 2010. They probably expect more because the market has feed them some stories. It is in the consolidation mode before the announcement and it even drops further after the news is revealed.
The stock only stabilizes on the third day. See the price and movement as follows;
Mar 2, 2010, open0.67, High0.675, Low0.625, close0.625,volume:1 million 938,700units
Mar 3, 2010, open0.63, High0.63, Low0.53, close0.56,volume:3 million 991,300units
Mar 4, 2010, open0.57, High0.57, Low0.535, close0.545,volume:2 million 571,500units
Mar 5, 2010, open0.545, High0.59, Low0.545, close0.585,volume:2 million 766,100units
The market players could suggest to public that this company is also involved in the
rubber gloves sector and the selling of rubber gloves and condoms will bring new income to the company.
Rubber gloves stocks are being played by the market these days.
You can slowly trying to digest the announcement.
To pull more interest to this company, there should be more positive news coming out.
Reference No CM-100302-35316
Company Name : BIOSIS GROUP BERHAD
Stock Name : BIOSIS
Date Announced : 02/03/2010
Type : Announcement
Subject : Biosis Group Berhad (“BIOSIS” or “Company”)
- Exclusive Distributorship Agreement between SSN Medical
Products Sdn Bhd (“SSN”) and Biosis Marketing Sdn Bhd
(“BMSB”) a wholly owned subsidiary of BIOSIS
- Share Option Agreement between Clinton Ang Teck Leong
(NRIC No. 740605-14-6031) (“the Vendor”) and BMSB
Contents : Please refer to the announcement below.
Announcement Details :
The Board of Directors of Biosis Group Berhad (BIOSIS”) is pleased to announce that Biosis Marketing Sdn Bhd (Co. No. 143797-V), a wholly owned subsidiary of BIOSIS, had on 2 March 2010 entered into the following agreements:
1.1 Exclusive Distributorship Agreement (“EDA”) with SSN; and
1.2 Share Option Agreement (“SOA”) with Clinton Ang Teck Leong (NRIC No. 740605-14-6031) (“the Grantor") to acquire 867,002 ordinary shares of RM1.00 each or 51% equity interest in SSN (“Proposed Acquisition”) at a purchase price to be determined.
2. SALIENT TERMS OF THE EDA AND SOA
2.1.1 SSN is desirous of appointing and BMSB is desirous of accepting the rights to act as Sole Agent and Distributor on an exclusive basis the contracted rubber gloves and condoms subject to the terms and conditions as stated in the Agreement.
2.1.2 The Agreement shall commence on 2 March 2010 and shall remain in force and valid for a period of two (2) years after which time the Agreement shall be automatically renewed yearly unless terminated by either party. The Agreement may be terminated by either party by three (3) months notice in writing.
2.2.1 Pursuant to the Share Option Agreement, the Grantor has agreed to grant a Call Option to BMSB to purchase 867,002 shares (“the Sale Shares”) representing 51% equity interest in SSN owned by the Vendor at a purchase price to be determined based on the financial performance of SSN and BMSB has accepted the Option to purchase the Sale Shares free from Security Interest upon the terms and conditions stated in the SOA.
2.2.2 BMSB shall be entitled to exercise the Option at anytime during the Option Period by giving an Option Notice to the Vendor.
2.2.3 The Option, shall be valid for a period of two (2) years from the date of the SOA.
2.2.4 Upon Receipt of the Call Notice, both Grantor and BMSB will undertake to sign a Sales and Purchase Agreement in respect of the Option Shares (“the SPA”) within one month from the date of the Call Notice, and if this cannot be accomplished within the period, the parties may agree to extend the period as deemed necessary to fulfill the requirement.
2.2.5 The total purchase consideration for the Option Shares shall be determined on Fair Market Valuation basis and will be subject to the terms and conditions of the SPA.
2.2.6 The Grantor shall sell and BMSB shall purchase the Sale Shares free from encumbrances and with all rights attaching thereto and accruing thereon as at and from the date of the SOA at the Purchase Price and upon the terms and conditions and in full reliance on the Warranties contained in the SOA and SPA.
3. INFORMATION ON BMSB AND SSN
BMSB is a company incorporated in Malaysia and having its business office at B-3-7, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur. The authorised capital of BMSB is RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each of which 6,000,000 ordinary shares are issued and fully paid. The principal activity of BMSB is trading, marketing and distribution of pharmaceutical, health care and personal care products.
SSN is a company incorporated in Malaysia and having its place of business at No.1, Jalan Tandang, Petaling Jaya, Selangor Darul Ehsan.. The authorised capital of SSN is RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each of which 1,700,002 ordinary shares are issued and fully paid. SSN is principally involved in the business of manufacturing and selling of rubber gloves and condoms.
The EDA will enable the BIOSIS Group to further expand its core business in the manufacture and supply of pharmaceutical, health care and personal care products for local and export markets. BIOSIS will be able to leverage on its existing customers to expand the market for the rubber gloves and condoms.
5. APPROVALS REQUIRED
The EDA and SOA are not subject to the approval of the shareholders of BIOSIS or any relevant government authorities.
6. FINANCIAL EFFECTS
6.1 Share Capital
The Proposed EDA and SOA will not have any effect on the issued and paid-up share capital of BIOSIS as it does not involve any issuance of new shares.
6.2 Net Assets and Gearing
The Proposed EDA and SOA will not have any material effect on the net assets and gearing of BIOSIS.
The Proposed EDA and SOA are expected to contribute positively to the future earnings of the BIOSIS Group for the financial year ending 31 December 2010 and thereafter.
7. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS
None of the directors and/or substantial shareholders and/or persons connected to the directors or substantial shareholders of BIOSIS has any interest, whether directly or indirectly, in the EDA and SOA.
Risk factors affecting the Proposed EDA and SOA include but are not limited to changes in the laws and regulations applicable to the pharmaceutical and personal care business and other ordinary business risks. BIOSIS will undertake the necessary efforts to mitigate the risks identified.
9. DIRECTORS’ RECOMMENDATION
The Board of BIOSIS, having considered all the relevant factors, is of the opinion that the EDA and SOA are in the best interest of the BOSIS Group.
10. COMPLIANCE WITH THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC GUIDELINE")
To the best knowledge of the Board of Directors of BIOSIS, the EDA and SOA do not depart from the SC Guidelines.
11. DOCUMENTS FOR INSPECTION
A copy of the EDA and SOA can be inspected at the registered office of BIOSIS at Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya, Selangor Darul Ehsan from Monday to Friday (expect public holidays) during business hours from 9.00 am to 5.00 pm for the period of three (3) months from the date of this announcement.
BIOSIS will make an appropriate announcement to Bursa Malaysia Securities Berhad upon signing of the Sale and Purchase Agreement in respect of the Option Shares.
This announcement is dated 2 March 2010.