IDT International Ltd. (IDT International) has received a mandatory unconditional cash offer from Horizon Heights Ltd. (the Offeror) to acquire all issued shares not already owned by the Offeror and its concert parties. The offer, made through Lego Securities Ltd., opens on 28 August 2026 and closes at 4:00 p.m. on 18 September 2026, unless extended in accordance with the Hong Kong Takeovers Code.
Key Offer Terms • Offer price: HK$0.5941 per share, representing a 91.51% discount to the HK$7.00 closing price on 12 June 2026 (last trading day prior to the offer), and an 8.71% premium to the unaudited 30 June 2026 net asset value per share of HK$0.5465. • Status: Unconditional; acceptances are irrevocable. • Settlement: Cash payment (net of 0.1% seller’s stamp duty) within seven business days after valid acceptance. • Financial backing: Lego Corporate Finance confirms sufficient financial resources to satisfy full acceptance, with maximum consideration estimated at HK$123.20 million for 207.38 million shares subject to the offer.
Background On 12 June 2026 Horizon Heights agreed to: 1) Subscribe for 84,250 new shares in Hunglap Technology (Hong Kong) Co., Ltd. for HK$43.90 million, giving the Offeror an 89.39% stake in Hunglap. 2) Acquire a shareholder loan of HK$109.50 million from Pinghu Maoshui Investment Development Group via a deed of assignment.
Completion on 13 June 2026 lifted Horizon Heights’ aggregate interest in IDT International from 20.93% to 60.12%, triggering the mandatory offer under Rule 26.1 of the Takeovers Code.
Independent Advice • An Independent Board Committee comprising all three independent non-executive directors recommends shareholders NOT accept the offer, concurring with Altus Capital Ltd., the appointed Independent Financial Adviser, which deems the offer price “not fair and not reasonable.” • Key reasons include the deep discount to prevailing and historical market prices and a price-to-earnings multiple of 4.47x versus a peer median of about 8.0x.
Timetable Highlights • Offer opens: 28 August 2026 • Latest acceptance time & date: 4:00 p.m., 18 September 2026 • Results announcement: By 7:00 p.m., 18 September 2026 • Payment dispatch deadline: 29 September 2026
Post-Offer Intentions Horizon Heights intends to maintain IDT International’s listing status and continue the company’s existing electronic products and AI infrastructure businesses, with no planned major changes to operations or headcount. The Offeror has undertaken to the Hong Kong Stock Exchange to restore public float if necessary after the offer closes.
Share Performance The offer price is below all closing prices recorded during the 12-month period up to the last trading day, during which the Shares traded between HK$1.99 and HK$9.91.
Documentation The composite offer and response document, including the Form of Acceptance, is available on the Stock Exchange and company websites throughout the offer period.
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