Chaswood Resources is undertaking a reverse takeover deal worth around US$1 billion that will see it turn from an F&B operator into a lithium-ion battery maker.

In an Aug 22 announcement, the company has entered into a non-binding termsheet to acquire 3DOM (Singapore), which is owned by a Japan-incorporated 3DOM Inc.

The indicative consideration of US$1 billion is marked at 70% of 3DOM (Singapore)’s valuation, to be further confirmed by an independent valuer to be appointed by Chaswood Resources 

To pay for the deal, Chaswood Resources will issue 35.7 billion new shares at 2.8 US cents each, or 3.8 cents. This is a premium of 322% over Chaswood Resource’s last traded price of 0.9 cents on June 18.

Assuming the deal is completed, the sellers will own 99.3% of the enlarged share capital of Chaswood Resources, with existing shareholders holding the remainder. A compliance placement will be undertaken to meet the minimum free float requirement.

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According to Chaswood Resources, 3DOM Inc, the seller, will bear all professional costs incurred from this RTO deal by subscribing for a $2 million convertible loan set at a conversion price of 1.4 US cents per conversion share.

“To rebuild shareholder value, the Company has been seeking an appropriate business to be injected into the group,” says managing director Andrew Roach Reddy.

“The company is of the view that the proposed acquisition will place the company in a position to expand into new business areas and grow revenues, both of which will help rebuild shareholder value,” he adds.

According to Chaswood Resources, 3DOM (Singapore), the target, has been granted by its parent company 3DOM Inc an irrevocable exclusive global license to manufacture and sell next-generation lithium ion batteries using 3DOM’s next-generation lithium ion battery technologies.

3DOM (Singapore) also holds the sub-licensing right of such technology, and has “firmed up” suppliers and OEM plants to fulfil orders from battery firms and global automobile manufacturers for deliveries in mid-year 2022.

3DOM (Singapore) was incorporated on July 25 2019 with an issued and paid up capital of US$10,000 and its directors are Hiroshi Iizuka, Shusuke Oguro and Timothy Teo Lai Wah.

According to Chaswood Resources, 3DOM Inc was established in 2014 to “deliver a next-generation energy infrastructure through sustainable development and innovative battery technologies, and aims to be at the centre of the technological shift that commercialises battery technology for mass scale usage, powering future applications such as battery energy storage systems.”

3DOM Inc’s largest shareholder is Masataka Matsumura, its representative director and president, holding 52.73% of the shares. According to 3DOM's website, he was the creative director and representative director of a Japanese fashion brand as a designer. "He then started his own brand and engaged in the management of the firm as its representative director."

The remaining directors of 3DOM Inc are chairman Hikari Imai; Kiyoshi Kanamura, Shusuke Oguro and Noriyoshi Suzuki. According to 3DOM's website, they were with companies such as Merrill Lynch, Panasonic Corp and Nikko Cordial Securities.

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The other shareholders of 3DOM Inc holding more than 5% are Future Science Research Inc, with around 10.82% and Yukizo Kuroda with around 6.18%.

Photo credit: An image for structural illustration / 3DOM (Singapore)