The Board of Directors of TMK ("Board") wishes to announce that the Company had issued a non-binding letter of intent to Batu Kawan Berhad ("BKB") setting out the Company's non-binding offer to acquire 100% equity interest in Chemical Company of Malaysia Berhad ("CCM"), a wholly-owned subsidiary of BKB, including the full economic interest of CCM in respect of CCM's subsidiaries and associated companies (save for certain assets comprising an associate company of CCM and two (2) parcels of land held by CCM) ("CCM Group"), at an indicative purchase consideration of RM920.0 million on a cash-free, debt-free basis ("Indicative Purchase Consideration") ("Indicative Non-Binding Offer").
The Board also wishes to announce that the Company has received BKB's acceptance-in-principle of the Indicative Non-Binding Offer today. A copy of the non-binding letter of intent and the letter of acceptance-in-principle of the Indicative Non-Binding Offer are attached to this Announcement.
The Indicative Purchase Consideration is to be satisfied through a combination of cash and the issuance of new ordinary shares in TMK ("TMK Shares") at an issue price of RM1.9098 per TMK Share which was arrived at based on the five (5)-day volume weighted average market price of TMK Shares traded on Bursa Malaysia Securities Berhad ("Bursa Securities") as at 31 May 2026. The issuance of new TMK Shares is expected to result in BKB holding at least 20% of the enlarged issued shares in TMK.
The Proposed Acquisition is subject to, among others, the completion of customary due diligence exercise on the CCM Group, the advice of the independent adviser to be appointed by the Company and the execution of a sale and purchase agreement between the parties for the Proposed Acquisition.
The Proposed Acquisition, if it transpires, will be a related party transaction, and will be subject to the approval of the non-interested shareholders of the Company at an extraordinary general meeting to be convened.
The acceptance-in-principle is not intended to create any legally binding obligations between the parties (save for clauses relating to the exclusivity and confidentiality provisions) but merely sets forth the parties' present and preliminary intentions with respect to the Indicative Non-Binding Offer.
Further announcements will be made by the Company as and when required in accordance with the Main Market Listing Requirements of Bursa Securities.
This announcement is dated 12 June 2026.