Mitihoon – SEC alerts ETC shareholders to exercise their voting rights regarding the acquisition of BWC shares, which the IFA considers inappropriate in terms of transaction price
The Securities and Exchange Commission (SEC) urges shareholders of Earth Tech Environment Public Company Limited (ETC) to carefully review the information and exercise their voting rights at the Extraordinary General Meeting of Shareholders (EGM) No. 1/2026 to be held on 6 October 2026 regarding ETC’s proposed acquisition of shares of Better Waste Care Company Limited (BWC) from Better World Green Public Company Limited (BWG). The independent financial advisor (IFA) is of the opinion that ETC shareholders should not approve the transaction because the purchase price is significantly higher than the true value of BWC.
ETC will propose to the EGM No. 1/2026 on 6 October 2026 for consideration and approval of a related party transaction (RPT) involving ETC’s acquisition from BWG of all 2,998,800 BWC shares held by BWG, at Baht 110.04 per share, for a total transaction value of Baht 330 million.
The Board of Directors and the Audit Committee of ETC are of the view that the acquisition of BWC shares is necessary, reasonable, and beneficial to ETC in the long term. The acquisition would also help diversify ETC’s risks from relying on the power generation to the industrial waste treatment, disposal, and remediation business. BWC has growth potential because the volume of industrial waste requiring proper management is expected to continue increasing, and there are opportunities to create synergies with ETC’s existing power plant business. In addition, ETC has internal funds available for the transaction; therefore, the transaction would not increase its financial burden or have a material impact on the company’s liquidity or normal business operations.
The IFA is of the opinion that the background and objectives of the transaction are reasonable and aligned with ETC’s long-term strategic direction. However, the transaction price of Baht 330 million is higher than the value of BWC shares assessed by the IFA using the discounted cash flows (DCF) method, which ranges from Baht 252.87 million to Baht 295.38 million, or by 11.77–30.56 percent. The difference is material and directly affects the investment’s worthiness. The IFA therefore recommends that ETC shareholders should not approve the transaction. Meanwhile, the Board of Directors and the Audit Committee are of the view that, although the transaction price is higher than the value assessed by the IFA, it is based on a valuation using the adjusted book value method, which is appropriate because it reflects the actual value of the assets reported in the financial statements, and BWC relies on fixed assets in its business operations.
The above acquisition of BWC shares from BWG constitutes a related party transaction of a listed company and is required to be approved by the ETC shareholders’ meeting with an affirmative vote of not less than three-fourths of the total votes of shareholders attending the meeting and entitled to vote, excluding shareholders with a conflict of interest. In addition, in this case, as the IFA is of the opinion that the transaction should not be entered into, there must also be no objection to the transaction by ETC shareholders holding, in aggregate, 10 percent or more of the total voting rights of shareholders attending the meeting and entitled to vote.
The SEC therefore urges ETC shareholders to carefully study the relevant information, exercise their shareholder rights to protect their own interests, and make inquiries with ETC’s board of directors and management on relevant matters to ensure that they will have complete and sufficient information for making an informed voting decision at the shareholders’ meeting.
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