Bank of China Limited, Singapore Branch (BOC), acting on behalf of Synextic Pte. Ltd. ("the Offeror"), announced on October 6, 2026, its intention to launch a voluntary conditional cash partial offer to acquire a controlling stake in Liu Holdings Limited. The offer aims to increase the Offeror’s shareholding to 51 percent of Liu Holdings’ total issued ordinary shares as of the record date, subject to shareholder approval and minimum acceptance conditions.
As of the announcement date, the Offeror and parties acting in concert collectively hold approximately 25 percent of Liu Holdings’ issued shares, with the Offeror directly owning about 22.7 percent and Mr. Li Ear holding an additional 3.24 percent. Under the proposed deal, Mr. Li Ear will transfer his 1.72 million shares, representing roughly 3.24 percent of Liu Holdings, to the Offeror for S$0.75 per share. This transfer will consolidate these holdings under the Offeror ahead of the partial offer.
The partial offer will be extended to all shareholders other than the Offeror and its concert parties, offering S$0.75 in cash per share. The Offeror intends to acquire approximately 13.33 million shares, representing an additional 25.04 percent of the company’s issued shares. This will bring the Offeror’s total holdings to just over 51 percent, giving it statutory control over Liu Holdings, contingent upon the acceptance and approval of independent shareholders as defined under the Singapore Code on Take-overs and Mergers.
Acceptance of the offer is conditional upon two key factors: approval by more than 50 percent of the independent shareholders’ votes and valid acceptances of shares sufficient to secure 51 percent ownership post-offer. Independent shareholders, defined as those excluding the Offeror and its associates, will vote on the offer concurrently with acceptance, with details to be provided in the forthcoming formal offer document.
Liu Holdings, incorporated in 1980 and listed on the Singapore Exchange, is a Singapore-based manufacturer specializing in wooden pallets, boxes, and crates. Its operations span Singapore, Malaysia, and Vietnam, covering pallets and packaging products, timber-related product trading, waste management, and pallet rental services.
The Offeror is a Singapore-incorporated investment holding company principally owned by Mr. Li Sui Men and his son Mr. Li Ear. Mr. Li Sui Men also serves as interim Executive Chairman of Liu Holdings. Following the share transfer from Mr. Li Ear, the Offeror’s share capital will be enlarged, with Mr. Li Ear holding approximately 74.5 percent and Mr. Li Sui Men holding about 25.5 percent of the Offeror.
The rationale behind the partial offer is to achieve statutory control, enabling streamlined decision-making and the pursuit of governance and operational efficiencies. The Offeror indicated plans to sustain and grow the Group’s existing businesses, with potential for complementary new business ventures aligned with long-term growth. No immediate major operational changes, asset redeployment, or job cuts are planned outside ordinary business activities, though the Offeror retains flexibility to make adjustments in the Group’s interests.
Notably, Capital Management Partners Fund – Cornerstone Fund (CMPF), holding about 18.43 percent of Liu Holdings, has given an irrevocable undertaking to vote in favor of the offer and to accept it for all its shares, enhancing the likelihood of the offer meeting its acceptance thresholds.
The offer price of S$0.75 per share represents a slight discount to recent trading prices, including a 1.3 percent discount to the last traded price before the announcement, and a more significant discount to longer-term volume-weighted average prices.
The partial offer is expected to remain open for acceptance for at least 28 days after the despatch of the formal offer document, which will be delivered to shareholders within a three-week window following the announcement. The Offeror, through BOC as financial adviser, has confirmed it possesses sufficient financial resources to fulfill full acceptances of the offer.
The Singapore Exchange has confirmed that the transfer of shares from Mr. Li Ear to the Offeror does not contravene takeover rules or constitute a special deal. Shareholders are advised to consider the offer document carefully and seek professional advice as needed. The Offeror also noted that the offer will comply with relevant legal and regulatory restrictions, particularly with regard to shareholders residing outside Singapore.