Earth Tech Environment Public Company LimitedETC seeks shareholder approval to acquire BWC for 330 million baht, a connected transaction the IFA deems reasonable but priced 11.77%-30.56% above fair value.
Earth Tech Environment Public Company Limited, or ETC, has scheduled an extraordinary general meeting of shareholders for October 6, 2026, to seek approval to acquire shares of Better Waste Care Company Limited, or BWC, from its parent company, Better World Green Public Company Limited, or BWG, at a ratio of 99.96% at 110.04 baht per share, for a total value of 330 million baht. The transaction is a connected transaction. The rationale for the purchase stems from ETC having sold its investments in Get Green Power Company Limited, or GGP, and Suntech Innovation Power Company Limited, or SIP, to Gulf West Two Energy Holdings Company Limited, or GWTE, a subsidiary of Gulf Development Public Company Limited, or GULF, for 850 million baht. As a result, ETC currently holds cash and cash equivalents of 1.01127 billion baht, of which 600 million baht has been placed in bank deposits and savings lottery tickets, while the remaining approximately 411.27 million baht has not yet been invested. After selling GGP and SIP, which are developers of 10 industrial waste power plant projects with a combined generating capacity of 80 megawatts, ETC has only three industrial waste power plants remaining under power purchase agreements with the Provincial Electricity Authority, or PEA. One project's contract will expire in 2037 and the other two will expire in 2039. Meanwhile, the independent financial advisor views the transaction as reasonable and its overall terms as appropriate, but notes that the acquisition price is significantly higher than the fair value. Using the discounted cash flow method, the valuation came to 252.87 to 295.38 million baht, or 84.29 to 98.46 baht per share, representing a premium of 11.77% to 30.56% above the assessed value. The advisor therefore believes shareholders should not approve the transaction. The company's board, however, insists the deal is necessary and beneficial to the company and shareholders in the long term.
Earth Tech Environment Public Company LimitedETC seeks shareholder approval to acquire BWC for 330 million baht, a connected transaction the IFA deems reasonable but priced 11.77%-30.56% above fair value.
Gulf Energy Development Public Company Limited
Better World Green Public Company LimitedBWG sells its 99.96% stake in BWC to ETC for 330 million baht, a divestiture/M&A transaction.