The Thailand Securities and Exchange Commission has urged shareholders of Origin Global Empire Public Company Limited (EMPIRE) to study the materials for the 29 May extraordinary general meeting and vote carefully on a proposed disposal of all shares in three subsidiaries in the DRJ Group and related acquisitions of Multita Co., Ltd. and newly issued shares in SPT X Public Company Limited. It also sent a letter to EMPIRE’s board and audit committee after concluding that their response to the independent financial advisor did not sufficiently address concerns about the transactions, particularly the reliability of information on MTT and SPTX used in their decision-making. The independent financial advisor recommended that shareholders reject the package, saying the transactions were unreasonable and inappropriate in terms of objectives, necessity, benefits, price and conditions. The proposals include selling OIN to SPTX for MTT shares valued at up to THB 134 million plus the assumption of up to THB 9.1 million in liabilities, selling OGF for 4.5 billion newly issued SPTX shares and selling DRJ for 500 million newly issued SPTX shares. The DRJ Group disposal is sized at 283.49 percent, while the MTT acquisition is 68.29 percent and the SPTX share acquisition would leave EMPIRE with 2.34 percent of SPTX. EMPIRE’s board and audit committee backed the deals as part of a shift toward technology-related businesses with lower working capital needs and said any SPTX liquidity constraints could be managed through gradual sales. The IFA, however, said the disposal could offer only a short-term response to EMPIRE’s position, including reducing the risk of a Stock Exchange of Thailand CB Caution-Business sign and possible delisting, while MTT remains early stage with limited historical information available for review and SPTX shares may have limited liquidity if cash is needed. The shareholder vote requires at least three-fourths of votes cast by attending shareholders entitled to vote, excluding conflicted shareholders, and the SEC urged investors to review the IFA report, EMPIRE’s clarification and the board’s response and question management before voting.
Thailand Securities & Exchange Commission2026-05-26
Thailand Securities and Exchange Commission urges EMPIRE shareholders to review DRJ Group disposal and related MTT and SPTX share deals after board reply did not sufficiently address IFA concerns
The Thailand Securities and Exchange Commission urged shareholders of Origin Global Empire Public Company Limited to carefully review materials and the independent financial advisor’s recommendation to reject a proposed disposal of all DRJ Group subsidiaries and related acquisitions of Multita Co., Ltd. and newly issued shares in SPT X Public Company Limited. The authority also wrote to EMPIRE’s board and audit committee, stating that their response did not adequately address concerns over the reliability of information on Multita and SPTX.