Digital Intelligence Holdings Limited (“Digital Intelligence”) and Universe Printshop Holdings Limited (“Universe Printshop,” Stock Code: 8448) jointly announced that on 9 February 2026 (after trading hours), Digital Intelligence entered into a sale and purchase agreement with the main vendors of Universe Printshop. Pursuant to this agreement, Digital Intelligence acquired approximately 65.54% of the total issued share capital of Universe Printshop at a total consideration of HK$22,893,663.10, equivalent to HK$0.35 per share.
According to the announcement, completion took place on 9 February 2026. Due to partial deferral of payment (HK$17,893,663.10) under a promissory note arrangement, the vendors are presumed to be acting in concert with Digital Intelligence until the full repayment of the promissory note. Immediately after completion, Digital Intelligence and the parties acting in concert with it collectively own or control 65,410,466 shares of Universe Printshop, triggering an unconditional mandatory cash offer under the Hong Kong Takeovers Code for all remaining shares in Universe Printshop.
The mandatory offer will be made at HK$0.35 per share in cash, matching the acquisition price. It covers 34,389,534 shares, implying a maximum payment of approximately HK$12,036,337 if fully accepted. The consideration is financed by internal resources of Digital Intelligence, and Nuada Limited has confirmed that sufficient financial resources are available for the offer.
Digital Intelligence intends that Universe Printshop remain listed on GEM of the Stock Exchange. If public float requirements are not met upon close of the offer, the parties involved will seek to restore sufficient public float as soon as possible. The relevant composite offer document, including detailed terms of the offer and the independent board committee’s recommendation, is expected to be dispatched on or before 2 March 2026.
Digital Intelligence’s sole shareholder, Mr. Chen, stated there is no immediate intention to change the principal activities of Universe Printshop or to redeploy its major fixed assets, other than in the ordinary course of business. However, the announcement discloses that certain director changes may be proposed in compliance with relevant regulations. Shareholders and investors are advised to exercise caution when dealing in the shares and to refer to the forthcoming composite document for the independent board committee’s recommendation and financial advisor’s opinion.