T.C.L. Industries Holdings (H.K.) Limited made an offer to acquire an additional 38.75% stake in Tonly Electronics Holdings Limited (SEHK:1249) for HKD 1.3 billion on October 30, 2020. Under the terms, T.C.L. Industries will acquire 105.9 million shares at HKD 12 per share and it will acquire 0.5 million outstanding options at HKD 4.16 per share. The transaction will be structured as scheme of arrangement. The Scheme Share Consideration will not be increased and T.C.L. Industries does not reserve the right to do so. T.C.L. Industries is acting in concert with parties holding approximately 14% shares in Tonly Electronics Holdings. Pursuant to a rollover agreement amongst the parties in concert and T.C.L. Industries, T.C.L. Industries will wholly own Tonly Electronics Holdings. As of December 2, 2020, T.C.L. Industries had received 39 Irrevocable Undertakings from option holders to accept the option offer. T.C.L. Industries intends to finance the cash required for the Proposal using internal resources and/or external debt financing. It is the intention of T.C.L. Industries for Tonly Electronics to maintain its existing business following the implementation of the Proposal. The transaction is subject to approval of atleast 75% of the disinterested scheme shareholders, approval of authorisations including stock exchange and the sanction of the Scheme. The Independent Board Committee, which comprises POON Chiu Kwok, LI Qi and LEONG Yue Wing, being all the independent non-executive Directors, was established by the Board to make a recommendation to the Scheme Shareholders. The scheme document dispatch is extended to January 15, 2021. The latest time for the dispatch of the Scheme Document is extended to 29 January 2021. As of March 2, 2021, the transaction was approved by the court and Tonly Electronics delivered copies of the court orders regarding reduction of share capital to the Registrar of Companies on March 4, 2021. Cheques for cash payment under the Scheme will be dispatched by the Offeror on or before March 15, 2021. The Option Offer is conditional upon the Scheme becoming effective. Citigroup Global Markets Asia Limited acted as financial advisor to T.C.L. Industries. As of November 3, 2020, Somerley Capital Limited was appointed as financial advisor to Independent Board Committee of Tonly Electronics Holdings.