26 มีนาคม 2551
Notification the approval the amalgamation of subsidiaries
(Translation)
March 25, 2008
Subject Notification of the resolutions of the Board of Directors'
Meeting No.2/2008 of the Company regarding the approval and
supporting the amalgamation between Dusit Hotels and Resorts
Co., Ltd. and Royal Princess PCL and the approval that Dusit
Thani Properties Co., Ltd. be the person that will purchase
shares from shareholders who object to the amalgamation
Attention The President
The Stock Exchange of Thailand
We, Dusit Thani Public Company Limited (the "Company"), are pleased to notify
you that the Company's Board of Directors' Meeting No. 2/2008 held on March
25, 2008 passed resolutions to approve and support the amalgamation between
the Company's subsidiaries; Dusit Hotels and Resorts Co., Ltd. and Royal
Princess PCL. The Company has direct investment in Dusit Hotels and Resort
Co., Ltd. of 0.81% and indirect investments by Dusit Thani Properties Co.,
Ltd. of 97.47%, totalling 98.28% and direct investment in Royal Princess PCL
of 2.65% and indirect investment by Dusit Thani Properties Co., Ltd. of
79.78%, totalling 82.47%. The resolutions passed granted the Boards of
Directors of those two companies and/or other persons empowered by the Boards
of Directors of those two companies the authority to consider any relevant
work plans that are necessary, the timeframe, and any details related to the
amalgamation, including to propose information and report the movements of
the amalgamation between the two companies to the Company, so that the
Company can further inform general investors through the Stock Exchange of
Thailand. Resolutions were also passed that approved the arrangements for
Dusit Thani Properties Co., Ltd., another subsidiary which invested by the
Company of 99.999% and a major shareholder of the two companies, to be the
person that will purchase shares from shareholders who object to the
amalgamation.
The reason why the Company has passed the above resolutions is that those two
subsidiaries of the Company have business which are similar in nature and
therefore, can be amalgamated together. The Company foresees the benefits of
amalgamation to be as follows:-
(1) To help the Company clearly classify the business structure of its
subsidiaries and affiliated companies.
(2) The business operation of the merged company after amalgamation will be
fluent and flexible in the future.
(3) Amalgamation of the two companies which have similar operations will
improve the business direction of the hotel management business
structure. This is because the two companies will strengthen each other
in terms of costs, added value, as well as in terms of competition with
others in the industry.
(4) To support and respond to the government's policy that amalgamation of
businesses in the same industry is preferable and generally practicable
in all industries.
(5) To efficiently cope with the non-income units of the two companies and to
save financial costs, including to increase the efficiency of operation
and management of the two companies.
Please be informed accordingly.
Sincerely yours,
Dusit Thani Public Company Limited
Mr.Chanin Donavanik
Managing Director