Acquire stock and the tender offer of Maxnerva
Summary by AI BETAClose X
No:1
Subject: On behalf of subsidiary Foxconn (Far East) Limited to announce Board's resolution to acquire common stock of Maxnerva Technology Services Limited.
Contents:
1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):Maxnerva Technology Services Limited; Common Shares
2.Date of occurrence of the event:2026/07/27
3.Date of the board of directors resolution:2026/07/27
4.Other approval date:NA
5.Amount, unit price, and total monetary amount of the transaction:
Volume of the Transaction:239,050,141 shares
Unit Price of the Transaction: HKD 0.6374
Total Monetary amount of the Transaction: HKD 152,370,559
6.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
6.1. FSK HOLDINGS LIMITED; an investee company accounted for under the equity method
6.2. FDG FUND, L.P. ; no direct relationship with the Company
7.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:
Choosing Reason: Trading counterparty is Maxnerva Technology Services Limited's existing shareholder.
Previous trading: None.
8.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: None.
9.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party):NA
10.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):NA
11.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Processed in accordance with the price agreed upon in the share purchase agreement; the closing of this transaction is subject to the satisfaction of conditions precedent (including but not limited to obtaining relevant regulatory approvals).
12.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
The manner of deciding on this transaction: Price negotiation
Decision on price: Book value
Decision-making unit: Board of Directors
13.Net worth per share of the Company's underlying securities acquired or disposed of:NTD 2.59
14.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment:
Cumulative shares: 285,730,141 shares
Cumulative amount: NTD 720,464,236
Shareholding percentage: 40.46%
Status of restriction of rights: None.
15.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Ratio to total assets: 10.36%
Ratio to equity attributable to owners of the parent: 22.57%
Working capital: NTD -317,913,506 thousand
16.Broker and broker's fee: None
17.Concrete purpose or use of the acquisition or disposal: Long Term Investment
18.Any dissenting opinions of directors to the present transaction: None
19.Whether the counterparty of the current transaction is a related party: Yes
20.Date of ratification by supervisors or approval by the Audit Committee: NA
21.Whether the CPA issued an unreasonable opinion regarding the current transaction: No.
22.Name of the CPA firm: Vision International CPAs
23.Name of the CPA:DANNY WU CPA.
24.Practice certificate number of the CPA:
CPA Registration No. 4510 of the Financial Supervisory Commission, R.O.C.
25.Whether the transaction involved in change of business model: No
26.Details on change of business model: NA
27.Details on transactions with the counterparty for the past year and the expected coming year: NA
28.Source of funds: Self-owned funds.
29.Date on which material information regarding the same event has been previously released: NA
30.Any other matters that need to be specified: None
No:2
Subject: On behalf of subsidiary Foxconn (Far East) Limited to announce the tender offer for ordinary shares of Maxnerva Technology Services Limited
Contents:
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Acquisition
2.Date of occurrence of the event: 2026/07/27
3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred):
Maxnerva Technology Services Limited
4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer):
Existing shareholders of Maxnerva Technology Services Limited(excluding the tender offeror and persons acting in concert)
5.Whether the counterparty of the current transaction is a related party: No
6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: NA
7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition:
To conduct a mandatory unconditional general offer in accordance with Hong Kong regulations after the offeror completes the acquisition of @shares of Maxnerva Technology Services Limited from FSK Holdings Limited and FDG Fund, L.P.
Subject to the approval of the Securities and Futures Commission of Hong Kong (SFC) and relevant regulatory authorities, the case will be executed in accordance with the Hong Kong Takeovers Code.
8.Anticipated benefits of the merger and acquisition:
To simplify the shareholding structure and enhance decision-making and operational efficiency.
9.Effect of the merger and acquisition on net worth per share and earnings per share: No material adverse effect.
10.Types of consideration for mergers and acquisitions and sources of funds:
Cash; funded by self-owned funds.
11.Share exchange ratio and calculation assumptions: NA
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No
13.Name of accounting, law or securities firm: Vision International CPAs
14.Name of CPA or lawyer: DANNY WU CPA
15.Practice certificate number of the CPA:
CPA registered no. 4510 from Financial Supervisory Commission R.O.C.
16.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition:
As evaluated by an independent expert using the market approach, the acquisition price of HKD 0.6374 per share for this transaction is reasonable.
17.Estimated date of completion:
The completion of the tender offer in this matter is subject to the satisfaction of certain specific conditions, including the completion of the transaction by the tender offeror to acquire shares of Maxnerva Technology Services Limited from FSK Holdings Limited and FDG Fund, L.P., obtaining approvals from the Securities and Futures Commission of Hong Kong and relevant competent authorities, and, after taking into account the voting rights of the shares validly accepted under this tender offer, the tender offeror and persons acting in concert holding more than 50% of the voting rights of Maxnerva Technology Services Limited, and it is scheduled to be completed early in Year 116 (2027) or earlier.
18.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: NA
19.Basic information of companies participating in the merger: NA
20.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company. The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):NA
21.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition: NA
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company, and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan, financial operations and production; accommodation or utilization of staff and assets critical to the Company; or any other matter of material significance that would affect the company's shareholder equity: None
23.Other important terms and conditions: None
24.Other major matters related to the mergers and acquisitions: NA
25.Any objections from directors to the transaction: No
26.Information on interested directors involved in the mergers and acquisitions: None
27.Whether the transaction involved in change of business model: No
28.Details on change of business model: NA
29.Details on transactions with the counterparty for the past year and the expected coming year: NA
30.Source of funds: Self-owned funds
31.Any other matters that need to be specified: None
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 24 minutes ago TBC Bank Group
- 50 minutes ago Moneysupermarket.com Group
- 1 hour ago Dr. Martens
- 1 hour ago Neuberger Private Equity Partners Limited
- 1 hour ago Standard Chartered