Megain Announces Delay of Geehy Acquisition

Megain Announces Delay of Geehy Acquisition

Megain Holdings has issued a joint announcement stating that the dispatch of the composite document relating to the mandatory cash offer by Geehy China has been delayed. The original deadline has been extended with regulatory approval, primarily due to additional time required for overseas direct investment (ODI) filing approvals. The final long-stop date for completion of the transaction has been set at 9 September 2026.

The composite document—triggered under the Hong Kong Takeovers Code following Geehy’s proposed acquisition—will include key information such as details of the offer, recommendations from the independent board committee, and advice from the independent financial adviser. Under the revised timetable, the document must be dispatched within seven days after completion of the transaction or by 16 September 2026, whichever is earlier.

Previously, Geehy China, a subsidiary of Ninestar Corporation, acting through its indirect wholly owned subsidiary Geehy International Limited, agreed to acquire a 50.56% controlling stake in Megain Holdings via a combination of share acquisition and targeted share subscription. Upon completion, Geehy China will become the controlling shareholder.

The announcement clarifies that the mandatory cash offer is conditional upon the simultaneous completion of both the share purchase and the targeted share subscription. Each transaction is subject to the fulfillment of conditions precedent under the relevant agreements, most notably the receipt of required overseas direct investment approvals. If these conditions are not satisfied or waived, the acquisition and the related offer may lapse.

Megain Holdings reiterated that uncertainties remain as to whether the transaction will ultimately complete. The company will issue a further announcement upon dispatch of the composite document and advised shareholders and potential investors to exercise caution when dealing in its securities and to seek professional advice if necessary.

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