Avarga Limited and TKO Pte. Ltd. jointly announced on Mar, 13 2026 a proposed scheme of arrangement under which TKO Pte. Ltd. will acquire all Avarga Limited shares not already owned or controlled by its concert parties.

Under the plan, each eligible shareholder can elect to receive either S$2.70 in cash per share or a combination of S$2.00 in cash plus one new redeemable preference share (RPS) in TKO Pte. Ltd. Each RPS will be mandatorily redeemed five years after issuance at S$1.20. Shareholders who do not make a valid election will automatically receive the full cash consideration.

The all-cash option represents premiums of 14.9% to the last traded price on Mar, 12 2026 and 16.4%, 18.7%, 18.0% and 33.5% over the one-, three-, six- and twelve-month volume-weighted average prices, respectively. The cash offer implies a price-to-net tangible asset ratio of about 1.04 times based on Avarga’s unaudited net tangible asset value of S$2.60 per share as at Dec, 31 2025.

Avarga’s executive chairman Dr Tong Kooi Ong, the sole beneficiary of Phileo Trust, already controls approximately 86.6% of the company through TKO Pte. Ltd., Phileo Capital and Genghis S.á.r.l. Phileo Capital, which holds 24.75% of Avarga, has signed an irrevocable undertaking to elect the cash option, with payment to be deemed a debt from TKO. Shares held by TKO and Genghis will be excluded from the scheme.

Upon court and shareholder approval and fulfilment of other conditions, Avarga will be delisted from the Singapore Exchange. Maybank Securities Pte. Ltd. is advising TKO, while PrimePartners Corporate Finance Pte. Ltd. is the independent financial adviser to Avarga’s independent directors.

The companies cited low trading liquidity, an opportunity for shareholders to exit at a premium, and reduced regulatory burdens as key reasons for the privatisation. TKO intends to retain Avarga’s management and does not currently plan major changes to the group’s business or workforce.