Pre-conditional voluntary offer for ASTI Holdings Limited (ASTI)

Date: February 19, 2026

Updated

Advanced Systems Automation Limited (ASA) announcement on the termination of pre-conditional voluntary offer to acquire all the issued and paid-up ordinary shares in the capital of ASTI Holdings Limited.

Click here to read announcement made on SGX:

 

Date: February 12, 2026

To the Board of Directors
Advanced Systems Automation Limited (ASA)

Re: Pre-conditional voluntary offer for ASTI Holdings Limited (ASTI)

On 14 January 2026, the company announced a voluntary conditional offer to acquire ASTI Holdings Limited, subject to the satisfaction or waiver of the pre-conditions.

Under the terms of the offer, ASTI shareholders are to receive two new ordinary shares in ASA for each ASTI share. While the issue price of each new ASA share has been set at 0.5 cents, ASA’s net tangible liabilities per share as at 31 December 2024 stood at negative 0.8 cents.

As disclosed in the pre-conditional offer announcement, the offer represented a 28.6% discount to ASTI’s last traded price on 4 July 2022 prior to suspension. Since ASTI resumed trading on SGX-ST on 22 January 2026, its shares have traded above 3 cents over the past three weeks. On this basis, the implied discount to ASA’s offer has widened materially to in excess of 67%.

The directors of ASA are Mr Chng Hee Kok (independent chairman), Mr Hong Seong Soo (independent director), Mr Lim Chen Chong (non-independent non-executive director), Mr Kenneth Sng Min Hua (non-independent non-executive director) and Ms Ng Foong Han (executive director).

The updated rationale provided by the board for the offer is set out in the company’s announcement dated 16 January 2026.

SIAS would appreciate clarification from the board and the sponsor on the following matters:

1. Who initiated or first proposed the idea of the pre-conditional voluntary offer for ASTI?

2. What substantive deliberations, if any, did the board undertake prior to approving the transaction, and what due diligence has been carried out?

3. Was the offer unanimously approved by the board?

4 (i). Have the independent directors assessed the probability of success of the offer, particularly given its hostile nature and the discount?

4 (ii). Have the independent directors assessed the probablity of the success of the offer, particularly if this transaction may be considered hostile with significant discount involved?

5. Similarly, what advice has the sponsor given to the company?

6. Can the independent chairman clarify if he personally approved of the offer, and how has the chairman satisfied himself that the offer was made in good faith, especially given that history with ASTI and the seemingly unattractive terms?

7. What is the estimated budget for professional and advisory fees associated with the transaction, and how will accountability be addressed in the event that the offer is unsuccessful?

8. How confident is the board that the pre-conditions will be satisfied or waived, including SGX-ST’s grant of approval-in-principle (AIP)? Has the company submitted its application to SGX-ST for the AIP and if so, what preliminary feedback has been received?

In the interest of all your shareholders, we should appreciate it if the Board can respond to our questions.

Your Sincerely,
David Gerald
Founder, CEO & President