Acquisition Details

Target Entity: Cirtek Electronics Corporation (CEC), a corporation incorporated under the laws of the Republic of the Philippines

Target Location: Registered office at 116 East Main Avenue, Phase V-SEZ, Laguna Technopark, Biñan City, 4024, Philippines

Transaction Structure: Sancode Semi Private Limited (subsidiary of Sancode Technologies Limited) has entered into an agreement to acquire 100% of the share capital of Cirtek Electronics Corporation

Conditions: Subject to satisfaction of condition precedents and terms specified in definitive agreements, and receipt of applicable approvals if any

Financial Details

Total Purchase Consideration: USD 20,200,000

  • First Tranche: USD 11,320,000 payable on Closing
  • Second Tranche: USD 8,880,000 payable no later than 1 year from Closing Date

Target Company Capital Structure:

  • Authorised Capital: USD 13.5 million
  • Paid Up Share Capital: USD 4.05 million
  • Number of shares acquired: 155,511,959 equity shares (100% of issued and outstanding equity share capital)

Target Company Financial Performance:

  • FY 2025 Turnover: USD 26.62 million
  • FY 2024 Turnover: USD 23.08 million

Strategic Rationale

The acquisition is strategically aligned with the Company's objective of building a diversified, technology-enabled manufacturing platform with a strong presence in the global electronics and semiconductor sector.

The combined effect includes:

  • Immediate inorganic revenue and profit growth through consolidation of CEC
  • Access to Tier I customer relationships and advanced technology
  • Ability to accelerate ramp-up of the Odisha plant through skill and knowledge transfer
  • Diversification of the Company's operational and revenue base

Regulatory Approvals and Compliance

Governmental/Regulatory Approvals Required: No approvals required for the proposed transaction

Required Filings:

  • Filings and compliances under Overseas Investment framework/FEMA, 1999
  • Filing Form FC with RBI through Authorised Dealer Bank - HDFC Bank
  • Filings with regulatory authorities in India or Philippines

Transaction Timeline

Completion Timeline: The First Tranche Purchase Consideration is payable on Closing, and the Second Tranche Purchase Consideration is payable not later than 1 (one) year from the Closing Date.

Target Company Background

Line of Business: Outsourced Semiconductor Assembly and Test (OSAT) business, providing end-to-end semiconductor packaging, assembly, and testing services to global customers

Operations Include: Wafer dicing, die attach, wire bonding, encapsulation, and final test

Customer Sectors: Consumer electronics, industrial, telecommunications, and automotive sectors

Company Assets: Proprietary technology, intellectual property, and process know-how developed through years of OSAT operations

Facilities: Equipped with advanced semiconductor manufacturing equipment operated by experienced engineering workforce qualified to international quality standards

Date of Incorporation: 23rd May, 1984

Related Party Considerations

The acquisition does NOT fall within related party transactions. The promoter/promoter group/group companies do NOT have any interest in the entity being acquired.

Industry Classification

The acquired entity belongs to the Semiconductor Industry.

Consideration Type

The acquisition consideration is entirely in cash (not share swap).

#Tags: #SancodeTechnologies #Acquisition #Regulation30 #SEBIDisclosure #Semiconductor #Positive