KUALA LUMPUR (July 26): AirAsia X Bhd (KL:AAX) said on Friday it will be acquiring Capital A Bhd's (KL:CAPITALA) aviation business directly, and not via a new company (NewCo) under an internal reorganisation proposed previously, to expedite the takeover.

“The decision to abort the proposed internal reorganisation and to terminate the internal reorganisation agreement was arrived at after weighing potential benefits of the proposed internal reorganisation against time required for the implementation of the proposed internal reorganisation and more critically, the importance of an expedient completion of the proposed acquisitions to the AAX Group,” AAX said in a bourse filing.

On April 25, AAX announced that it would be taking over Capital A’s aviation business — under AirAsia Bhd (AAB) and AirAsia Aviation Group Ltd (AAAGL) — through an internal reorganisation involving the setting up of a NewCo that would take over AAX's listing status.  The aviation group expected the proposals to be completed by the fourth quarter of 2024.

AAX had proposed to acquire the aviation business for RM6.8 billion. It planned to issue new shares worth RM3 billion — 2.31 billion shares at RM1.30 each — to acquire AAAGL. As for AAB, AAX proposed to acquire it for RM3.8 billion, to be satisfied by assuming RM3.8 billion of some RM3.83 billion worth of debt that Capital A owed AAB.

The deal values the entire equity interest in AAAGL at between RM2.7 billion and RM3.5 billion. AAAGL owns Thai AirAsia, Philippines AirAsia, Indonesia AirAsia and AirAsia Cambodia. As for AAB, which operates AirAsia Malaysia, the deal values its equity interest at between RM3.48 billion and RM4.37 billion.

In its filing on Friday, the medium-haul low-cost carrier said the group and NewCo have mutually terminated the internal reorganisation agreement. AAX will now replace NewCo under the deal.

AAX also said it now plans to grant Singapore-based Garynma Investments Pte Ltd, the vehicle of former AAX director Datuk Lim Kian Onn, the rights to subscribe to 12% of AAX's enlarged share base, immediately upon completion of the acquisitions. This is a reduction from the 15% proposed previously.

Shares in AAX ended nine sen or 6.16% higher at RM1.55 on Friday, valuing the group at RM692.96 million. Meanwhile, Capital A closed three sen or 3.70% higher at 84 sen, giving the group a market capitalisation of RM3.62 billion.

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AirAsia X to buy Capital A's aviation business for RM6.8b via share and debt deal