Dksh Holdings (malaysia) Bhd. · MYX:DKSH
Dksh Holdings (malaysia) Bhd — Merger or Acquisition (April 2026)
27 slides from Dksh Holdings (malaysia) Bhd's merger presentation, Apr 2, 2026
Slide 1: Independent Advice Letter
Strictly Confidential Independent Advice Letter DKSH Holdings (Malaysia) Berhad Proposed Selective Capital Reduction at RM6.15 per Share Asia Equity Research Sdn Bhd April 2, 2026 Team Members of AER: 1. Ong Tee Chin, CFA, FRM, CAIA 2. Choe Lih Wei 3. Yvonne Chai
Slide 2: Executive Summary
Executive Summary AER Conclusion The Proposed SCR is NOT FAIR but REASONABLE We recommend Disinterested Shareholders vote IN FAVOUR Source: Part B: IAL, Section 5 Executive Summary, p. 27 2 Part B: IAL, Section 14, p. 65
Slide 3: Regulatory Framework
Regulatory Framework • Evaluation under Malaysian Code on Take-Overs and Mergers 2016 • "Fair" and "Reasonable" are assessed as two distinct criteria • Fair: SCR Offer Price ≥ market price AND ≥ value of Shares • Reasonable: Considers factors beyond valuation (liquidity, alternatives, control) Sourc
Slide 4: Regulatory Framework (Cont’d)
Regulatory Framework (Cont’d) Approval Thresholds for Special Resolution • 75% Requirement: Must be approved by at least a majority in number and 75% in value of disinterested shares actually cast (in person or by proxy). • 10% Objection Limit: Resolution fails if more than 10% of ALL disinterested
Slide 5: Fairness Assessment: Valuation Summary
Source: Part B: IAL, Section 2.1 Executive Summary, p. 22 Part B: IAL, Section 5.4, p. 50 Fairness Assessment: Valuation Summary Primary: SOPV RM7.31 Fair Value per Share Secondary: NAV RM7.06 Net Asset Value per Share SCR Offer Price: RM6.15 Discount of 15.87% to SOPV | Discount of 12.89% to NAV 5
Slide 6: Primary Valuation: SOPV Method
Primary Valuation: SOPV Method • Sum-of-Parts using Free Cash Flow to Firm (FCFF) by CGU • WACC: 6.64% (Cost of Equity: 8.49%, Post-tax Cost of Debt: 3.54%) • Terminal Growth Rate: 2.50% (Consumer), 2.75% (Healthcare) • Consumer Goods EV: RM556.27m | Healthcare EV: RM1,134.35m (Source: Part B: IAL,
Slide 7: Primary Valuation: SOPV Method (Cont’d)
Primary Valuation: SOPV Method (Cont’d) SOPV Valuation Summary Based on the parameters above, the estimated fair value of the DKSH (Malaysia) Shares is calculated as follows: Based on the SOPV method, the estimated fair value of the DKSH (Malaysia) Shares is RM7.31. The SCR Offer Price of RM6.15 rep
Slide 8: DKSH Malaysia: Business Overview
DKSH Malaysia: Business Overview • Core business: Market Expansion Services (MES) • Two key segments**: Consumer Goods (55-57% revenue) and Healthcare (43-45%) • Revenue* FY2025: RM8.62bn (up from RM7.16bn in 2022) • EBIT* FY2025: RM235.0m (up from RM173.3m in 2022) Source: * Revenue & EBIT FY2025:
Slide 9: Historical Performance (2022-2025)
Historical Performance (2022-2025) Revenue Growth RM7.16bn → RM8.62bn Consistent top-line growth Profitability PAT: RM104.2m → RM155.5m Improving margins Source: Part B: IAL, Section 5.2(i), p. 39 9
Slide 10: Historical Performance (2022-2025) (Cont’d)
Historical Performance (2022-2025) (Cont’d) • Revenue, EBIT and PBT Source: Extracted from DKSH’s published Annual Reports for FYE 31 December 2022 to FYE 31 December 2024 and the Fourth Quarterly Report for the 12-month FYE 31 December 2025. Audited Unaudited FYE 31 December FYE 31 December The DKS
Slide 11: Fairness Conclusion
Fairness Conclusion NOT FAIR SCR Offer Price (RM6.15) is below both SOPV (RM7.31) and NAV (RM7.06) Source: Part B: IAL, Section 5.4, p. 50 11
Slide 12: Reasonableness Factor 1: Premium to Market Prices
Reasonableness Factor 1: Premium to Market Prices* • 16.7% premium over LTD closing price (RM5.27) (Source: Part B: IAL, Section 6.1.3, p. 55) • 24.0% premium over 1-year VWAP (RM4.96) (Source: Part B: IAL, Section 6.1.3, p. 55) • Shares have not traded ≥ RM6.15 for past 3 years (prior to announceme
Slide 13: Reasonableness Factor 1: Premium to Market Prices (Cont’d)
Reasonableness Factor 1: Premium to Market Prices (Cont’d) SCR Offer Price Market price Premium over last closing market price / VWAP RM RM RM % (A) (B) (A) – (B) [(A)-(B)]/(B) x 100 Last closing market price as at the LTD 6.15 5.2700 0.8800 16.7 Up to and including the LTD: • 5-day VWAP 6.15 5.2413
Slide 14: Reasonableness Factor 2: Illiquid Stock
Reasonableness Factor 2: Illiquid Stock DKSH Malaysia 1.39% Avg. monthly liquidity (2025) (excluding December 2025 as an outlier) KLCSU Index 7.47% Consumer sector benchmark Source: Part B: IAL, Section 6.2.2 (i), p. 57 SCR provides full, cash exit route for illiquid shares 14
Slide 15: Reasonableness Factor 2: Illiquid Stock (Cont’d)
Reasonableness Factor 2: Illiquid Stock (Cont’d) Source: Part A: Circular, Section 4.1, p. 7 15
Slide 16: Reasonableness Factor 2: Illiquid Stock (Cont’d)
Reasonableness Factor 2: Illiquid Stock (Cont’d) Illustration only In finance, illiquidity is widely recognised as an impediment to trade because it hinders, slows, or restricts the ability of investors to buy or sell at a fair price. Example as illustration purpose only on concept of importance of
Slide 17: Reasonableness Factor 2: Illiquid Stock (Cont’d)
Reasonableness Factor 2: Illiquid Stock (Cont’d) Month Monthly trading volume Monthly trading volume-to-free float (%) 2025 January 291,900 0.72 February 407,000 1.01 March 286,000 0.71 April 443,607 1.10 May 442,407 1.09 June 317,400 0.79 July 564,140 1.40 August 505,601 1.25 September 495,699 1.23
Slide 18: Reasonableness Factor 3: No Alternative Proposals
Reasonableness Factor 3: No Alternative Proposals • No alternative offers received (Source: Part A: Circular, Section 2.1, p.3 and Part B: IAL, Section 6.3, p. 58)) • Covenants restrict third-party engagement until completion (Source: Part A: Circular, Section 2.2, p.4 & Part B: IAL, Section 6.3(i),
Slide 19: Reasonableness Factor 4: Control Dynamics
Reasonableness Factor 4: Control Dynamics Offeror + PACs Shareholding 74.36% • Control over ordinary resolutions • Can block special resolutions Source: Part B: IAL, Section 6.4, p. 58 19
Slide 20: Other Information: Financial Constraints
Other Information: Financial Constraints • Shift from Net Cash (pre-2019) to Net Debt (RM432.4m in 2025) • No dividend in 2019 after leverage spike; discretionary thereafter • Debt covenants: Debt/EBITDA ≤ 4.0x • SCR allows monetisation now, avoids dividend uncertainty Source: Part B: IAL, Section 7
Slide 21: Other Information: Financial Constraints (Cont’d)
Other Information: Financial Constraints (Cont’d) Period Financial Year Ended Net Cash / (Net Gross Dividend Debt)(5) Position Declared per Share (RM’ million) (Sen) Net Cash Period 31 Dec 2013 59.8 22.5(1) 31 Dec 2014 73.8 9.5 31 Dec 2015 18.7 9.5 31 Dec 2016 42.9 9.5 31 Dec 2017 32.6 10.0 31 Dec 2
Slide 22: Other Information: Financial Constraints (Cont’d)
Other Information: Financial Constraints (Cont’d) Further, future cash flows of our Company may be constrained due to (i) our Group’s high working capital requirements resulting from the volatile operating environment and industry dynamics, as reflected by approximately RM1,166.0 million as at Decem
Slide 23: AER Concurs with Rationale
AER Concurs with Rationale • Exit opportunity despite low liquidity (Source: Part A: Circular, Section 4.1, p. 8 and Part B: IAL Section 8(i), p. 60 - 61) • Premium to historical market prices (Source: Part A: Circular, Section 4.2, p. 8 and Part B: IAL Section 8(i), p. 60 - 61) • Volatile operating
Slide 24: Overall Conclusion
Overall Conclusion Fairness: NOT FAIR Price below SOPV/NAV Reasonableness: REASONABLE Premiums to market prices, liquidity exit, no alternative proposals, and control dynamics Vote IN FAVOUR Source: Part B: IAL, Section 13, p. 63 - 65 24
Slide 25: AER Recommendation
AER Recommendation Disinterested Shareholders should vote IN FAVOUR of the Special Resolution Although NOT FAIR, the offer is REASONABLE given premiums to market prices, liquidity exit, no alternative proposals, and control dynamics Source: Part B: IAL, Section 14, p. 65 - 66 25
Slide 26: AER Independence
AER Independence • AER holds no securities in DKSH Malaysia or Offeror Group (Source: Part B: IAL, Section 11(i), p. 62 and 63) • Independent assessment under Malaysian Code on Take-Overs and Mergers 2016 (Source: Part B: IAL, Section 11(i), p. 62 and 63) • Advice addressed to shareholders as a whol
Slide 27: Thank you
Thank you Asia Equity Research Sdn Bhd Independent Adviser for DKSH Malaysia SCR 27
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