Stock Swap

Siam Makro Public Company Limited (MAKRO) has announced that the Board of Directors of the company approved to acquire C.P. Retail Holding Company Limited (CPRH), including all assets, debts, rights, obligations and liabilities of CPRH existing at present and in the future as at the entire business transfer date, with the total value of THB 217,949,072,250 through the entire business transfer method. The acquisition is to reinforce the business of MAKRO and support the company’s long-term strategies to become the leader in the retail and wholesale business and to expand the coverage of its business operations to be at a regional level. CPRH has 3 shareholders, namely, CP All Public Company Limited (CPALL), Charoen Pokphand Holding Company Limited (CPH) and C.P. Merchandising Company Limited (CPM) (CPALL, CPH and CPM are collectively referred to as the CPRH Shareholders). CPRH is an investment holding company with its main assets being shares in C.P. Retail Development Company Limited (CPRD) in the proportion of 99.99 percent of the registered capital of CPRD and other assets such as cash and cash equivalents. CPRD holds (a) 99.99 percent shares in Lotus’s Stores (Thailand) Company Limited which holds 99.99 percent shares in Ek-Chai Distribution System Company Limited, an operator of a retail business under the name Lotus’s in Thailand; and (b) 100.00 percent shares in Lotuss Stores (Malaysia) Sdn. Bhd. which operates a retail business under the name Lotus in Malaysia (collectively referred to as the Lotus’s Group). Under the EBT Transaction, the company will issue and allocate up to 5,010,323,500 new ordinary shares of the company with a par value of THB 0.50 each at the offering price of THB 43.50 per share, totalling THB 217,949,072,250, to CPRH as consideration for the entire business transfer from CPRH as payment in kind, instead of in cash, representing 104.38 percent of the total issued and paid-up shares in the company prior to the allocation of shares as consideration for the entire business transfer (the Share Allocation Transaction as EBT Consideration). The process of the entire business transfer will occur after the meetings of shareholders of the company and CPALL (which the company is a subsidiary) resolve to approve the EBT Transaction and the Share Allocation Transaction as EBT Consideration. The date of the Extraordinary General Meeting of Shareholders No. 1/2021 to be on 12 October 2021. In this regard, the EBT Transaction will be carried out in compliance with the conditions under the Revenue Code in relation to the entire business transfer, pursuant to which CPRH will proceed to register its dissolution within the year 2021, which is within the same fiscal year in which the entire business transfer of CPRH takes place. Shareholding structure before and after the EBT Transaction After the transaction, CPH will hold a direct and indirect shareholding of MAKRO at a total of 96.61 percent, while CPM will hold a direct and indirect shareholding at a total of 65.97 Percent, which will trigger the requirement for a tender offer. Both CPM and CPH will jointly make a mandatory tender offer for all securities in the company at the price of THB 43.50 per share.