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PROPOSED ACQUISITON OF THE ENTIRE ISSUED AND PAID UP SHARE CAPITAL OF EURO TAI SOLUTION SDN BHD

NEXTNATION COMMUNICATION BERHAD (“NEXTNATION” OR “COMPANY”) - PROPOSED ACQUISITON OF THE ENTIRE ISSUED AND PAID UP SHARE CAPITAL OF EURO TAI SOLUTION SDN. BHD. (“PROPOSED ACQUISITION”)

 

1. Introduction

The Board of Directors of Nextnation wishes to announce that Ozura Sdn. Bhd. (“Ozura”), a wholly-owned subsidiary of the Company, proposes to acquire the entire issued and paid-up share capital of Euro Tai Solution Sdn. Bhd. (“Euro Tai”), a Multimedia Super Corridor-Status (“MSC-status”) company, comprising 50,000 ordinary shares of RM1.00 each fully paid-up for a total cash consideration of RM50,000.00.


2. Information on Euro Tai

Euro Tai was incorporated in Malaysia as a private limited company under the Companies Act, 1965 on 5 August 2005. The authorised share capital of Euro Tai is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each. The paid up capital of Euro Tai is RM50,000.00 divided into 50,000 ordinary shares of RM1.00 each. The principal activities of Euro Tai are as follows:-

(a) Research, development and commercialization of solutions and content for the mobile entertainment industry; and

(b) Provision of technical support and maintenance services related to item (a) above.


3. Financial Effects

The Proposed Acquisition is not expected to have any material effect on the earnings per share and net assets per share of Nextnation and its subsidiaries (“Group” or “Nextnation Group”) for the financial year ending 30 April 2007.


4. Share Capital and Substantial Shareholding Structure

The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings in Nextnation.

5. Rationale for Proposed Acquisition


i) The Group believes that Euro Tai, a company with a MSC status, has excellent research and development capabilities for the mobile entertainment industry; and

ii) The Proposed Acquisition is in line with the principal business activities of Ozura and is expected to complement its existing business and enhance the Group's position in relation to mobile game engine/solution development, as well as mobile game developer and publisher.

6. Liabilities

There will be no liabilities to be assumed by the Group arising from the Proposed Acquisition.


7. Approvals Required


The Proposed Acquisition is conditional upon approvals being obtained from the following:

i) Foreign Investment Committee; and


ii) Any other relevant authorities, if required.

The Proposed Acquisition is not subject to the approval of the shareholders of Nextnation.


8. Directors’ and Substantial Shareholders’ Interests


None of the Directors of Nextnation or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. The Directors of Nextnation are not aware of any substantial shareholders of Nextnation or persons connected to them who has any interest, direct or indirect, in the Proposed Acquisition.


9. Directors’ Statement


Taking into consideration the rationale of the Proposed Acquisition, the Board of Directors of the Company is of the opinion that the Proposed Acquisition is in the best interest of the Company.


10. Prospect of the Group


The Proposed Acquisition will enable the Nextnation Group to expand its research and development based for the mobile entertainment industry and this is in line with the principal business activities of Ozura and is expected to complement its existing business and enhance the Group's position in relation to mobile game engine/solution development, as well as mobile game developer and publisher.

11. Estimated Time Frame for Completion of the Proposed Acquisition

Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within three (3) months from the date of this announcement.

 

 
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