SEC Urges ETC Shareholders to Scrutinize Overpriced BWC Deal
Thailand's Securities and Exchange Commission has warned shareholders of Earth Tech Environment (ETC) to scrutinize a 330 million baht deal to acquire Better West Care (BWC) after an independent financial adviser said the price far exceeds BWC's true value. The SEC urges investors to study the information before the Oct 6 extraordinary meeting and to vote against the acquisition if they find it unjustified. The transaction requires a three‑fourths majority and faces opposition if 10 percent or more of shareholders reject it.
The SEC calls on ETC shareholders to review the information before the Oct 6 extraordinary shareholders meeting and to vote, regarding the proposed purchase of BWC shares from BWG for 330 million baht, which the SEC deems unsuitable after an IFA valued BWC at only 252.87–295.38 million baht, or 11.77–30.56 percent lower than the offer price. The meeting will consider approving the related-party transaction where ETC would acquire all BWC shares (2,998,800 shares) at 110.04 baht per share, totaling 330 million baht. ETC's board and audit committee argue the acquisition is necessary, reasonable and beneficial long-term, diversifying from electricity generation into waste treatment, and note BWC's growth prospects due to rising industrial waste volumes and synergies with existing power plants, adding that ETC has internal funding so no significant financial strain. However, the IFA maintains that while the rationale aligns with ETC's long-term strategy, the price is too high compared to its DCF valuation, and recommends shareholders reject the deal. The transaction is a related-party deal requiring approval by at least three-fourths of voting shareholders present, with no dissenting votes of 10 percent or more from shareholders who oppose. The SEC urges shareholders to carefully examine the information and exercise their rights to protect their interests, and to consult with the board and
