Willowglen MSC Bhd is seeking shareholders’ approval for the proposed disposal of two subsidiaries to Singapore-based Elixir II Pte Ltd for a combined RM215.2 million, as part of a restructuring that will see the company renamed Willownex Bhd.
In its circular to shareholders dated Sept 25, Willowglen said it plans to dispose of its entire equity interest in Willowglen (Malaysia) Sdn Bhd for RM40 million cash and Willowglen Services Pte Ltd for RM175.2 million.
The latter transaction will be satisfied through RM72 million cash and RM103.2 million worth of new shares in Elixir II.
Upon completion, Willowglen expects to receive total cash proceeds of RM112 million while retaining an equity interest of approximately 37.8% in the enlarged Elixir II group. Its eventual stake could be diluted, but will not fall below 33%.
Willowglen expects to recognise a net disposal gain of approximately RM72.13 million.
Of the RM112 million cash proceeds, the group plans to allocate RM85.96 million towards acquiring new businesses, RM24.24 million for a proposed five sen per share dividend, and RM1.8 million for transaction expenses.
The proposed dividend is expected to be distributed within two months of completing the disposals, while the company intends to deploy the acquisition funds within 36 months. It has yet to identify the businesses it intends to acquire.
The transactions will combine Willowglen’s automation and monitoring businesses with Elixir II’s existing Excel Marco Group, which specialises in industrial automation, process control and related engineering solutions.
However, the disposals involve substantially all of Willowglen’s existing business and could result in the company being classified as an Affected Listed Issuer of Bursa Malaysia’s listing requirements.
Willowglen said it intends to maintain its Main Market listing and pursue new business acquisitions as part of its regularisation efforts.
Shareholders will vote on the proposed disposals and name change at an extraordinary general meeting scheduled for Oct 19, 2026, at 10am in Kuala Lumpur.
