SEC warns ETC shareholders over BWC acquisition price

Prachachat•Economy•22d ago

Reader Briefing

The SEC has urged ETC shareholders to carefully study information before voting on the 330 million baht acquisition of BWC shares from BWG on October 6.

•ETC proposes to acquire 2,998,800 shares of BWC from BWG at 110.04 baht per share, totaling 330 million baht.
•The IFA evaluated the fair value of BWC at 252.87-295.38 million baht and recommended that shareholders not approve the transaction.
•ETC's Board of Directors and Audit Committee support the deal, citing Adjusted Book Value and long-term strategic benefits.
•The SEC highlighted a new regulation effective July 1, 2026, allowing shareholders to block connected transactions with a 10% opposing vote if the Audit Committee or IFA disagrees.

Overview

•ETC will propose the acquisition of all BWC shares from BWG, totaling 2,998,800 shares, to its shareholders for approval on October 6.
•The proposed acquisition price is 330 million baht, while the IFA's DCF valuation estimates the value at 252.87-295.38 million baht.
•The ETC Board of Directors and Audit Committee believe the acquisition is necessary to diversify risk from power generation into industrial waste management.
•The IFA suggests ETC shareholders should not approve the deal because the purchase price is approximately 11.77-30.56% higher than the estimated value.
•The ETC Board of Directors and Audit Committee argue the 330 million baht price is appropriate as it is based on the Adjusted Book Value.
•The transaction is classified as a connected transaction, requiring approval from at least three-quarters of eligible attending shareholders.
•The SEC urges ETC shareholders to study the data and question ETC executives to protect their own interests before voting.
•New regulations regarding the blocking of connected transactions by shareholders will take effect on July 1, 2026.

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Key Entities

Organization

SEC(ก.ล.ต.)

The regulatory body warning ETC shareholders to study information before voting on the BWC acquisition.

ETC

The company proposing to acquire shares of BWC from BWG.

BWC

The company whose shares are being acquired by ETC.

BWG

The major shareholder of BWC and the seller of the shares to ETC.

IFA

The independent financial advisor that evaluated the BWC acquisition price as too high.

Person

Anek Yooyuen(เอนก อยู่ยืน)

The Deputy Secretary-General and spokesperson of the SEC.