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From David Onwuchekwa, Nnewi
Cutix Plc, with headquarters in Nnewi, Anambra State has finally acquired Adswitch Plc for effective reorganisation.
The Cutix Plc management in a court-ordered meeting held weekend in Nnewi, Anambra State finalized the administrative takeover with the approval to restructure Adswitch Plc shares.
Adswitch Plc, an Nnewi-based manufacturer and marketer of industrial and consumer electrical switchgear, feeder pillars and components for some years ran into a financial crisis which was said to have prompted the acquisition bid.
According to reports, the decline in the performance of Adswitch started in 2001 when the company began to make losses on the initially profitable backward integration advantage in the production of feeder pillar fuse base units and borrowing to carry stock for consumer products reintroduction.
By 2012, the report said, almost all the members of staff of the company were disengaged.
The company, as gathered, found it difficult to meet the post-listing requirements of the Nigerian Exchange Limited and at the 29th Annual General Meeting held on June 14, 2013, the shareholders of the company passed a special resolution to delist from the Nigerian Exchange Limited. Adswitch was delisted from the Nigerian Exchange Limited on May 18, 2016.
In a bid to realise shareholders’ value on their investment, the Board of Directors of Adswitch went into negotiations with prospective investors for the acquisition of substantial equity in the company. The board eventually got an offer from Cutix Plc to acquire the entire issue and fully paid-up share capital of Adswitch.
Cutix sought to acquire the entire 125,005,250 ordinary shares of 20 kobo each representing 100% issued and fully paid-up ordinary shares of Adswitch through the takeover bid in August 2020.
In addition to the takeover bid, Cutix has been able to acquire 54.23% of Adswitch representing 67,792,892 units of ordinary shares.
Shareholders have continued to make enquiries seeking information on whether the option previously offered during the takeover bid might be made available to them again on the same terms.
The Board of Directors are also of the view that in consideration of the company’s current corporate structure, the expansion plans and funding requirements for the company’s business; a scheme of arrangement reorganising the shareholding structure of the company is in the best interest of both the company and its shareholders.
The scheme is supported by Cutix Plc, the majority shareholder of the company.
Consequently, the Board of Directors resolved to recommend the proposed scheme of arrangement for the consideration of the company’s shareholders at a meeting convened by an order of the Federal High Court.
However, the financial advisers have therefore recommended upon the scheme coming into effect, each holder of the scheme shares should receive a cash consideration of 70 kobo per share.
According to the Chairman of Adswitch, Sir Mathias Umego the acquisition of the company was done some time ago, but some minor shareholders did not present themselves for settlement.
“They made a request and the board decided to order a repeat so that every shareholder of the company will be adequately taken care of. So that is what we just completed.
“We are going to file the papers to the regulatory bodies, the court that ordered for the meeting, from there we move further for other documentation for the complete takeover,” Umego said.
Chief Executive Officer of Cutix PLC, Mrs Ijeoma Oduonye said she was elated that the acquisition process of Adswitch had gone far.
“I feel very happy to have gone this far with this project. Years back, what we were looking at is ‘can we do this?’ I give God all the glory for having seen us through in this,” she said.
Oduonye noted that Adswitch had a good future in business and good products, saying that she was optimistic about the future of the company.
Cutix Company Secretary, Mrs Chinwendu Nwokporo said that Adswitch would be fully owned by Cutix for better management under the scheme of arrangements.
“In this case, Adswitch will now bounce back because Cutix Plc is going to take over everything and revive the company for the benefit of shareholder management.
“We did voting now, Cutix is taking over, the voting we had at the meeting went well. Almost everybody here voted in favour of the execution, in that case, we are good to go,” she said.
A shareholder, Mr Nnaemeka Ezechukwu, who voted during a court-ordered meeting commended Cutix Plc for coming to the rescue of Adswitch for efficient repositioning.
