M&A - Alset Inc.
Form Type: PRE 14C
Filing Date: 2025-05-27
Corporate Action: Acquisition
Type: Preliminary
Accession Number: 000164117225012522
Filing Summary: On May 23, 2025, Chan Heng Fai, holding a majority of Alset Inc.'s common stock, approved the acquisition of New Energy Asia Pacific Inc. (NEAPI) as outlined in a stock purchase agreement dated May 22, 2025. This acquisition involves paying $83,000,000 in the form of a convertible promissory note. The convertible note allows Chan Heng Fai to convert principal and interest into Alset’s common stock at a price of $3.00 per share. This acquisition was not subject to stockholder voting, as it was approved by written consent from the majority stockholder. The information statement serves to inform stockholders about this corporate action and reiterates that no further votes or consents are required from them. The transaction is deemed strategic, aiming to advance sustainability by integrating NEAPI's electric vehicles and charging solutions into Alset's operations. The approved measures include ensuring compliance with NASDAQ rules around related party transactions, with oversight conducted by the company's audit committee. Stockholders are encouraged to review the complete information statement, which will be mailed on or about June 6, 2025.
Additional details:
Majority Stockholder: Chan Heng Fai
Acquisition Price: 83,000,000
Convertible Note Interest Rate: 1%
Conversion Price: 3.00
Record Date: 2025-05-23
Approval Date: 2025-05-23
Form Type: 8-K
Filing Date: 2025-05-22
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225012110
Filing Summary: On May 22, 2025, Alset Inc. entered into a Stock Purchase Agreement to acquire all outstanding shares of New Energy Asia Pacific Inc. (NEAPI) from Chan Heng Fai for $83,000,000. The payment will be made through a promissory note convertible into common stock at a conversion price of $3.00 per share. The deal is subject to customary closing conditions, including approval from a majority of stockholders. NEAPI holds a 41.5% stake in New Energy Asia Pacific Company Limited, which focuses on eco-friendly vehicle solutions. A fairness opinion was secured, confirming the transaction's equity for shareholders. The document incorporates prior disclosures and outlines future obligations under the agreement.
Additional details:
Stock Purchase Agreement Date: 2025-05-22
Purchase Price: $83,000,000
Convertible Note Interest Rate: 1%
Conversion Price Per Share: $3.00
Conversion Period: five years
Company Focus: distributing all-electric versions of vehicles and charging stations
Seller Name: Chan Heng Fai
Seller Relationship: Chairman of the Board of Directors and largest stockholder
Fairness Opinion Received: yes
Closing Condition: approval from majority of stockholders
Audit Committee Approval: yes
Form Type: 8-K
Filing Date: 2025-05-14
Corporate Action: Acquisition
Type: Update
Accession Number: 000164117225010346
Filing Summary: Alset Inc. entered into an Amended Term Sheet on May 8, 2025, revising a previous agreement for the acquisition of New Energy Asia Pacific Inc. The acquisition will involve purchasing all outstanding shares of NEAPI for $83,000,000, payable via a convertible promissory note issued to the seller, Chan Heng Fai. The terms state the note will have a 1% interest rate and can be converted into Alset’s common stock at a price of $3.00 per share. The transaction is a strategic move to enhance Alset’s commitment to sustainable solutions as NEAPI is significantly involved in electric vehicles and related technology. The acquisition has received necessary approvals from the Company's Board of Directors and is contingent upon stockholder approval. A fairness opinion has been obtained ensuring the deal is fair to stockholders.
Additional details:
Item: entry_into_material_definitive_agreement
Acquisition Target Name: New Energy Asia Pacific Inc.
Acquisition Consideration: $83,000,000
Payment Method: convertible promissory note
Promissory Note Interest Rate: 1% per annum
Conversion Price: $3.00 per share
Closing Conditions: majority stockholder consent
Fairness Opinion Received: Yes
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