Zetrix AI Berhad has provided additional details on its proposed RM130 million acquisition of a 50% stake in MYEG Ventures Inc, clarifying that the transaction will ultimately raise its effective interest in MYEG Philippines Inc to 74.5%.
The additional disclosure follows a query from Bursa Malaysia Securities Berhad dated Sept 2, 2026 regarding Zetrix AI’s share purchase agreement with Next Lion Limited. Trading in Zetrix AI shares was suspended on Thursday morning pending the company’s response to the query.
Zetrix AI said the 15.25 million MYEG Ventures shares it is acquiring from Next Lion represent the seller’s entire 50% equity interest in MYEG Ventures.
Upon completion, Zetrix AI will hold 50% of MYEG Ventures, with the remaining 50% continuing to be held by the existing shareholder or shareholders. MYEG Ventures will consequently become a jointly controlled entity of Zetrix AI, with its accounting treatment to be determined in accordance with applicable Malaysian Financial Reporting Standards.
More significantly, the transaction will result in MYEG Philippines becoming a subsidiary of Zetrix AI through the group’s combined direct and indirect interests.
Zetrix AI also corrected an error in its original Sept 1 announcement, which had stated that MYEG Ventures owned 60% of MYEG Philippines.
The company clarified that MYEG Ventures actually holds a 51% equity interest in MYEG Philippines.
Zetrix AI already directly owns 49% of MYEG Philippines. Acquiring half of MYEG Ventures will therefore give it an additional indirect interest equivalent to 25.5% of MYEG Philippines.
This will take Zetrix AI’s total effective interest in MYEG Philippines to 74.5% — comprising its existing 49% direct stake and a 25.5% indirect interest through MYEG Ventures.
The clarification provides greater detail on why Zetrix AI had previously stated that MYEG Philippines would become its subsidiary following completion of the acquisition.
Responding to Bursa’s request for the quantitative basis behind the purchase consideration, Zetrix AI said the RM130 million valuation was determined based on an internal valuation of MYEG Ventures and the percentage of equity being acquired.
The board considered the financial performance and position of MYEG Philippines, its business prospects and growth potential, as well as the strategic value of consolidating and strengthening Zetrix AI’s presence in the Philippines.
According to the company, MYEG Philippines’ revenue and profit have increased over the past five years, while the board also considered its financial projections for the next five years.
Other considerations included the greater control that Zetrix AI would obtain over MYEG Philippines’ operations and future direction, potential economies of scale and synergies with the group’s existing businesses.
Zetrix AI expects the combination to support the penetration of new markets by leveraging its blockchain and artificial intelligence platform products and services, while advancing the group’s broader strategy of expanding its ASEAN footprint.
The board said it considers the RM130 million purchase consideration fair and reasonable based on MYEG Philippines’ underlying value, historical financial performance, future prospects and strategic benefits.
The acquisition will be funded through a combination of new Zetrix AI shares and cash.
Zetrix AI said it will issue up to 360.57 million new ordinary shares as consideration.
The issue price has yet to be fixed and will be determined based on the five-day volume-weighted average market price of Zetrix AI shares immediately preceding the issuance date.
The company said the price has not been determined at this stage because of volatility in its share price.
Any remaining portion of the RM130 million consideration after deducting the value of the consideration shares will be paid in cash, funded through the group’s internally generated funds.
Zetrix AI said it would make a further announcement once the issue price of the consideration shares has been determined.
The company expects the conditions precedent attached to the proposed acquisition to be fulfilled by the end of the third quarter of 2026.
Zetrix AI also provided Bursa with MYEG Ventures’ latest available audited financial statements for the financial year ended Dec 31, 2024 as part of its response.
The acquisition is part of Zetrix AI’s push to deepen its presence in the Philippines, where the group sees opportunities to deploy its blockchain and AI-based products and services.
Upon completion, the deal would mark a significant change in Zetrix AI’s exposure to MYEG Philippines, moving it from its current 49% direct interest to a 74.5% effective interest, giving the group majority economic exposure to the Philippine operation.
