Willowglen MSC Berhad has proposed for the disposal of major business units for a total consideration of about RM185.2 million, alongside a planned rebranding to Willownex Berhad.
The group said it has entered into agreements with Elixir II Pte. Ltd. to dispose of a 25% stake in Willowglen (Malaysia) Sdn Bhd (WMSB) for RM10 million in cash, as well as its entire equity interest in Willowglen Services Pte Ltd (WSPL) for RM175.2 million.
The WSPL disposal will be satisfied through a combination of RM72 million in cash and RM103.2 million worth of new shares in Elixir II.
As part of the exercise, WMSC has also agreed to a call and put option arrangement for the remaining 75% stake in WMSB, valued at RM30 million, which may be exercised by either party at a later stage.
Collectively, the disposals and option arrangement constitute a major disposal under Bursa Malaysia’s listing requirements, as they involve substantially all of the group’s existing business operations.
WMSC said the transactions are aimed at integrating its capabilities with those of the Excel Marco Group, creating a larger industrial automation platform with expanded technical expertise and service offerings.
The enlarged entity is expected to deliver end-to-end solutions across the industrial automation value chain, spanning engineering design, control systems, software integration and lifecycle maintenance.
Post-completion, WMSC will retain a meaningful minority stake of up to 37.8% in the enlarged Elixir II group, allowing it to participate in future growth and earnings.
The company expects to realise a net disposal gain of approximately RM145.2 million from the exercise, alongside immediate cash proceeds of RM112 million.
Part of the proceeds will be returned to shareholders via a proposed dividend of 5 sen per share, expected within two months after completion, subject to regulatory requirements.
The remaining funds will be used to support future growth initiatives, including potential acquisitions.
WMSC also plans to provide financial assistance to Elixir II by pledging the RM103.2 million worth of consideration shares as collateral to facilitate the transaction. The move will require shareholder approval at an upcoming general meeting.
Given the scale of the disposal, Bursa Malaysia may classify WMSC as an “Affected Listed Issuer,” although the company clarified it will not become a cash company.
An independent adviser, cfSolutions Sdn Bhd, has been appointed to evaluate the fairness of the proposals and advise shareholders.
In line with the restructuring, WMSC has proposed to change its name to Willownex Berhad, signalling a strategic shift toward a new growth phase anchored on its stake in the enlarged Elixir II group and future investment opportunities.
The group said the combined platform is expected to strengthen its regional presence across Malaysia, Singapore and beyond, while enhancing its ability to secure larger and more complex industrial and infrastructure projects.
