Termination Of Joint Venture Agreement With NTT Communications Corporation And Disposal Of TM's 70% Equity Interest In Meganet Communications Sdn Bhd To Vads Berhad

23 May 2007

Type

Announcement
Subject TERMINATION OF JOINT VENTURE AGREEMENT WITH NTT COMMUNICATIONS CORPORATION AND DISPOSAL OF TM’S 70% EQUITY INTEREST IN MEGANET COMMUNICATIONS SDN BHD TO VADS BERHAD

Contents :

1.0 INTRODUCTION

    • Telekom Malaysia Berhad (hereinafter referred to as “TM”) wishes to announce that on 23 May 2007, it has entered into the following agreements:-

      a) Share Sale Agreement (“SSA”) with VADS Berhad (“VADS”) and NTT Communications Corporation (“NTT Com”) for the disposal of its entire equity interest of 70% in Meganet Communications Sdn Bhd (“Meganet”) to VADS; and

      b) Termination Agreement (“TA”) with NTT Com to terminate the Joint Venture Agreement which was entered into between TM and NTT Com on 17 May 1997, to carry on a business through Meganet as the joint venture company.

2.0 SALIENT TERMS OF THE SHARE SALE AGREEMENT (“SSA”) 2.1 Under the SSA, TM agreed to sell its entire 70% equity interest in Meganet, consisting of 7,700,000 shares of RM1.00 each to VADS at a total consideration of RM5,724,541.90, subject to the terms and conditions of the SSA executed between VADS, TM and NTT Com (hereinafter referred to as the “Proposed Disposal”). 2.2 Accordingly, NTT Com shall dispose its entire 30% equity interest in Meganet, consisting of 3,300,000 shares of RM1.00 each to VADS at a total consideration of RM2,453,375.10, subject to the terms and conditions of the SSA executed between VADS, TM and NTT Com.

2.3 The consideration payable by VADS to TM shall be satisfied by cash in the following manner:
    • a) Initial cash deposit of 10% or RM572,454.20 upon execution of the SSA; and

      b) The remaining balance of the consideration of RM5,152,087.70 to be paid in cash on s the Completion Date of the SSA.
2.4 The consideration for the Proposed Disposal was determined on a willing buyer-willing seller basis after taking into consideration the Net Tangible Assets (“NTA”) of the audited financial statements of Meganet as at 31 December 2006. 2.5 The completion date of the Proposed Disposal is scheduled on 31 May 2007 (“Completion”).

3.0 SALIENT TERMS OF THE TERMINATION AGREEMENT (“TA”) 3.1 Under the TA, TM and NTT Com agreed to terminate the Joint Venture Agreement dated 17 May, 1997, as amended (“the Joint Venture Agreement”) relating to their shareholdings in Meganet and related matters.

3.2 TM and NTT Com agreed that concurrent with Completion of the SSA, the Joint Venture Agreement shall be terminated and be of no further force or effect.


4.0 BRIEF INFORMATION ON PARTIES

4.1 Meganet Communications Sdn Bhd (“Meganet”)
    • Meganet was established in May 1997 as a joint-venture company between TM (70% shareholding) and NTT Com (30% shareholding). Meganet has an authorized share capital of RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each and an issued and paid up capital of RM11,000,000 comprising 11,000,000 ordinary shares of RM1.00 each.

      The principal activity of Meganet is to develop and provide Network Systems Integration with specialisation in Intelligent Building Management and Local Area Network (LAN) systems.
4.2 VADS Berhad (“VADS”)
    • VADS, a public listed company duly incorporated in Malaysia, is a subsidiary of TM by virtue of TM’s 65.83% equity interest in VADS. VADS has an authorized share capital of RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each and an issued and paid up share capital of RM63,356,500 comprising 63,356,500 ordinary shares of RM1.00 each.

      The principal activity of VADS Group is the provision of managed network services, contact centre services and systems integration services.
4.3 NTT Communications Corporation (“NTT Com”)
    • NTT Communications Corporation (NTT Com) provides information and communications technology (ICT) solutions worldwide with dedicated professionals stationed in 21 countries. Renowned as an IPv6 technology pioneer and managed service expert, NTT Com offers diverse high-quality IP, Web-based, and managed network solutions combining network management, security, ubiquitous, Web portals/engines, and global services. Its world-class Tier 1 Internet backbone and secure closed networks with over 98,000 MPLS ports, combined with the networks of partner companies around the world, connect more than 200 countries. The company earned non-consolidated revenues exceeding one trillion yen (about US$1.2 billion) in fiscal 2005 ended March 31, 2006. NTT Com started as a long-distance phone company in 1999 after the reorganization of the NTT Group, and is the wholly-owned subsidiary of NTT, one of the world's largest telecommunications companies. NTT is listed on the Japan, London and New York stock exchanges.

      Please visit www.ntt.com.
5.0 RATIONALE FOR THE PROPOSED DISPOSAL
    • The Proposed Disposal is in line with TM Group’s strategy to streamline its operations and avoid duplication of resources.
6.0 FINANCIAL EFFECT OF THE PROPOSED DISPOSAL
    • The Proposed Disposal is not expected to have any material impact on the consolidated earnings and net assets of TM for the financial year ending 31 December 2007.

7.0 APPROVALS REQUIRED

The parties to the SSA have the requisite power and authority to enter into and perform the Proposed Disposal, and have taken all necessary corporate action required for the execution of the SSA.

8.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
    • In so far as the Directors of TM are aware, none of the Directors or the major shareholders of TM and/or persons connected to them have any interest, whether direct or indirect, in the disposal save for the following:

      a) TM is a major shareholder of VADS and Meganet by virtue of its 65.83% and 70% equity interests respectively;

      b) Currently, Dato’ Abdul Wahid Omar is the Group Chief Executive Officer / Director of TM and a Director of VADS and Dato’ Dr Abdul Rahim Haji Daud is a Director of TM and Meganet;

      c) Dato’ Dr Abdul Rahim Haji Daud has shareholdings in TM and VADS, the percentages of which are negligible and less than 1%.
This announcement is dated 23 May 2007.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 23 May 2007
Category General Announcement
Reference No TM-070523-56964