Scientex Bhd has completed the full privatisation of its packaging subsidiary Scientex Packaging (Ayer Keroh) Bhd (“SciPack”), formerly known as Daibochi Bhd, through a RM147.82 million selective capital reduction and repayment exercise that delisted the company from Bursa Malaysia on 25 March 2026. The deal, first proposed on 12 September 2025 and paying minority shareholders RM1.50 cash per share for the remaining 28.11% stake Scientex did not already own, resolves a five-year standoff that began when Scientex’s 2021 voluntary take-over offer for Daibochi fell short of the 90% threshold needed to delist the company after minority holders held out for a higher price. Scientex Packaging is now a wholly-owned subsidiary of Scientex Bhd.
Key Takeaways
- Scientex Bhd completed a selective capital reduction (SCR) that cancelled the shares of all remaining minority shareholders in Scientex Packaging (Ayer Keroh) Bhd — formerly Daibochi Bhd — for RM1.50 cash per share, a total payout of RM147.82 million (approximately US$34.6 million), delisting the company from Bursa Malaysia on 25 March 2026.
- The deal took Scientex’s stake in SciPack from 71.89% to 100%, closing a gap left open since Scientex’s 2021 voluntary take-over offer for Daibochi fell short of the 90% acceptance threshold needed to compulsorily acquire and delist the company.
- Minority holders Apollo Asia Fund and Samarang Ucits-Samarang Asian Prosperity had blocked the 2021 offer by holding out for a higher price; the SCR structure bypassed that blocking-stake problem because it required only shareholder and High Court approval, not a voluntary acceptance threshold.
- Shareholders approved the SCR on 24 November 2025, trading in SciPack shares was suspended on 27 February 2026, and the company delisted on 25 March 2026, five years and one day after the original 2021 offer had stalled.
- The transaction was funded by SciPack’s internally generated funds and/or bank borrowings, with no material impact on Scientex Bhd’s own balance sheet.
Deal Details
| Acquirer | Scientex Bhd, Malaysia — Bursa Malaysia-listed packaging and property conglomerate |
| Target | Scientex Packaging (Ayer Keroh) Bhd (“SciPack”), formerly Daibochi Bhd, Malaysia — flexible plastic packaging manufacturer |
| Country | Malaysia |
| Industry | Packaging (flexible plastic packaging) |
| Business Type | Manufacturer |
| Transaction Type | Privatisation via selective capital reduction and repayment (buyout of minority shareholders) |
| Stake Acquired | Remaining ~28.11% (Scientex held 71.89% going in; deal takes it to 100%) |
| Deal Value | RM147.82 million total (RM1.50 cash per share), approximately US$34.6 million at the ~RM4.27/US$1 September 2025 rate |
| Announcement Date | 12 September 2025 |
| Shareholder Approval | 24 November 2025 |
| Delisting / Completion Date | 25 March 2026 |
| Status | Completed |
About the Acquirer: Scientex Bhd
Scientex Bhd is a Bursa Malaysia-listed conglomerate combining flexible and industrial plastic packaging manufacturing with residential property development, run by second-generation brothers Lim Peng Cheong (Managing Director) and Lim Peng Jin (Group CEO). The group posted record group revenue of RM4.52 billion in FY2025 (year ended 31 July 2025), split almost evenly between its packaging division (RM2.48 billion) and its property division (RM2.03 billion), with manufacturing operations spanning Malaysia, Vietnam and the United States. Scientex has built one of the more active M&A track records among Bursa-listed packaging manufacturers, having acquired Great Wall Plastic Industries and GW Packaging in 2013, Seacera Polyfilms in 2014, and Mondi Ipoh in 2015, alongside its multi-year pursuit of full ownership of Daibochi/SciPack. More detail on the group’s history and financials is available in OEMReview’s full company profile of Scientex Berhad. More information on Scientex is available on the company’s official website.
About the Target: Scientex Packaging (SciPack)
Scientex Packaging (Ayer Keroh) Bhd, universally known by its former name Daibochi Bhd until Scientex’s rebrand, is a Bursa Malaysia-listed flexible plastic packaging manufacturer based in Ayer Keroh, Melaka, supplying food, beverage and consumer-goods brands across Malaysia and export markets. Scientex first built a stake in Daibochi from 2019, reaching 61.88% by 2021 before launching a RM345.3 million unconditional voluntary offer that lifted its holding to 71.89% — enough for effective control but short of the 90% needed to compulsorily acquire and delist the company. SciPack continued operating as a Bursa-listed, Scientex-controlled subsidiary for nearly five years before the 2025–26 selective capital reduction finally brought it under full Scientex ownership and off the exchange entirely.
The 2021 Standoff and How the Selective Capital Reduction Solved It
This deal only makes sense against the backdrop of what happened in 2021. Having built a 61.88% stake in Daibochi over the preceding two years, Scientex launched an unconditional voluntary take-over offer in 2021 to acquire the rest of the company outright. Under Malaysia’s Rules on Take-Overs, Mergers and Compulsory Acquisitions, an acquirer that secures acceptances taking it to 90% or more of a target’s shares can compulsorily acquire the remaining minority stake and delist the company. Scientex’s offer landed at 71.89% — a clear majority, but nowhere near the 90% compulsory-acquisition threshold — after minority institutional holders Apollo Asia Fund and Samarang Ucits-Samarang Asian Prosperity declined to tender, reportedly holding out for a higher offer price. With those two funds able to block a delisting indefinitely simply by not selling, Scientex was left controlling Daibochi (renamed Scientex Packaging (Ayer Keroh) Bhd) without being able to fully absorb it.
Rather than return with a sweetened voluntary offer — which would still have required those same holdout funds to agree — Scientex waited, then switched legal instruments entirely. On 12 September 2025 it proposed a selective capital reduction and repayment (SCR) under the Companies Act 2016, a mechanism under which the company itself, with shareholder and High Court approval, cancels the shares of a defined class of shareholders (here, everyone except Scientex) in exchange for a cash payment. Because an SCR is approved by a shareholder vote and sanctioned by the courts rather than requiring individual holders to voluntarily tender their shares, it does not depend on convincing specific holdout investors — it only needs the requisite shareholder majority and judicial sign-off. Shareholders approved the RM1.50-per-share, RM147.82 million exercise on 24 November 2025; trading in SciPack shares was suspended on 27 February 2026; and the company was struck off Bursa Malaysia’s official list on 25 March 2026, giving Scientex the full ownership its 2021 offer could not secure.
Why This Deal Matters
The headline number here — RM147.82 million — is modest by regional M&A standards, but the mechanism is the real story. Scientex has effectively demonstrated a repeatable legal playbook for Malaysian conglomerates stuck with a partially-privatised subsidiary after a voluntary offer stalls short of the 90% compulsory-acquisition threshold: keep operating the business as a controlled-but-listed entity, then return years later with a selective capital reduction that sidesteps the exact holdout shareholders who blocked the original offer. For Scientex specifically, full ownership of SciPack removes the governance and disclosure overhead of running a partially-owned, separately listed subsidiary, and gives the group unconstrained flexibility to integrate SciPack’s operations, capital allocation and cash flows directly into the wider packaging division without minority-shareholder approval requirements or related-party-transaction scrutiny on intra-group dealings.
It is also a notable case study in minority-shareholder leverage — and its limits. Apollo Asia Fund and Samarang Ucits-Samarang Asian Prosperity successfully blocked a full privatisation for the better part of five years simply by declining to tender into the 2021 offer, extracting the optionality of remaining public-market shareholders in a Scientex-controlled entity for that entire period. But the SCR ultimately gave Scientex a route to full ownership regardless of whether those specific funds ever agreed to sell, at a price (RM1.50 per share) that Scientex itself set and shareholders approved by the requisite majority — a reminder that a blocking stake under one legal mechanism does not guarantee leverage under every mechanism available to a determined majority owner.
Industry Impact
For Malaysia’s packaging sector, the deal removes one more independently listed mid-cap from Bursa Malaysia’s packaging and industrial products board, continuing a broader trend of consolidation as larger, better-capitalised manufacturers absorb smaller or partially-owned units once strategic integration outweighs the benefits of a separate public listing. It also has implications beyond packaging: the SCR route Scientex used is available to any Malaysian public-listed company sitting on a majority-but-sub-90% stake in a subsidiary, and corporate advisers are likely to point to this case when structuring similar going-private exercises elsewhere on Bursa Malaysia. For contract manufacturers and OEM/ODM operators that supply or compete with SciPack, full Scientex ownership likely means faster decision-making on capacity investment and customer contracts, since SciPack no longer needs to balance a separate set of public minority shareholders’ interests against the wider group’s strategy — relevant context for any brand owner weighing private-label versus national-brand packaging suppliers in the region.
My Take
My take on this deal is that it is one of the more instructive pieces of Malaysian M&A mechanics in this database, precisely because the outcome — Scientex ends up owning 100% of SciPack — was never really in doubt. What was in doubt was how long it would take and what legal route would get there. Watching Scientex sit at 71.89% for roughly four years rather than come back with a richer voluntary offer tells me the company made a deliberate, patient calculation: a selective capital reduction at a price it controlled was cheaper and cleaner than paying up to satisfy two specific holdout funds who knew exactly how much leverage they had. That is disciplined capital allocation, but I also think it is a slightly uncomfortable precedent for minority shareholders more broadly — it shows that a blocking stake under a voluntary take-over regime is not necessarily permanent leverage if the majority owner is willing to wait and switch legal mechanisms.
What I will be watching next is whether other Malaysian conglomerates start reaching for the same playbook. Bursa Malaysia has no shortage of majority-controlled, partially-listed subsidiaries where a family or corporate owner sits somewhere between 60% and 90%, unable to justify a fresh voluntary offer but clearly running the business as their own. Scientex has now shown, in public and in detail, that a selective capital reduction is a viable, court-sanctioned route to full ownership in that exact situation — and I would not be surprised if this case gets cited directly by advisers structuring the next one. For Scientex itself, the more interesting question is what comes after: with domestic packaging M&A targets thinning out, as the company’s own commentary has suggested, I expect its next acquisition target to be outside Malaysia entirely, and I doubt it will take another five years to close.
Frequently Asked Questions
What is Scientex’s selective capital reduction for SciPack?
Scientex Bhd’s selective capital reduction (SCR) is a corporate exercise in which Scientex Packaging (Ayer Keroh) Bhd cancelled the shares held by every shareholder except Scientex in exchange for RM1.50 cash per share, a total payout of RM147.82 million, giving Scientex 100% ownership and delisting the company from Bursa Malaysia on 25 March 2026.
How much did Scientex pay to take SciPack private?
Scientex paid RM147.82 million in total, at RM1.50 cash per share, to acquire the remaining approximately 28.11% stake in Scientex Packaging (Ayer Keroh) Bhd that it did not already own, funded through SciPack’s internally generated funds and/or bank borrowings.
Why did Scientex’s first attempt to privatise SciPack fail in 2021?
Scientex’s 2021 voluntary take-over offer for Daibochi Bhd (later renamed SciPack) lifted its stake to only 71.89%, short of the 90% acceptance threshold needed to compulsorily acquire and delist the company, after minority holders Apollo Asia Fund and Samarang Ucits-Samarang Asian Prosperity held out for a higher price.
When did Scientex Packaging (SciPack) delist from Bursa Malaysia?
Scientex Packaging (Ayer Keroh) Bhd was delisted from Bursa Malaysia on 25 March 2026, after shareholders approved the selective capital reduction on 24 November 2025 and trading in the shares was suspended on 27 February 2026.
What is a selective capital reduction (SCR) in Malaysian M&A?
A selective capital reduction is a Malaysian corporate mechanism, requiring shareholder approval and High Court sanction under the Companies Act 2016, that lets a majority shareholder cancel and repay the shares of remaining minority holders, achieving full ownership without needing to clear the 90% acceptance threshold that applies to a voluntary take-over offer.
Is Scientex Packaging (SciPack) still listed on Bursa Malaysia?
No. Scientex Packaging (Ayer Keroh) Bhd, formerly Daibochi Bhd, was delisted from Bursa Malaysia on 25 March 2026 and now operates as a wholly-owned subsidiary of Scientex Bhd.
Related
- M&A & Investment Insights — the full landing page for Malaysia and ASEAN consumer deals
- More deals & transactions
- Scientex Berhad: Company Profile of Malaysia’s Packaging and Property Conglomerate — full background on the acquirer’s history, financials and M&A record
- What Is Contract Manufacturing? A Guide
- Private Label vs National Brands: The Global Shift Retailers Are Driving
Sources
- The Star — Scientex proposes selective capital reduction to take SciPack private
- The Edge Malaysia — coverage of Scientex’s SciPack selective capital reduction proposal
- The Star — Scientex Packaging to delist on March 25 under privatisation plan
- The Edge Malaysia — coverage of SciPack’s delisting under the privatisation plan
- New Straits Times — Scientex requests SciPack undertake selective capital reduction
- Scientex Bhd — official website
Disclaimer: This article is for informational and editorial purposes only. It is not a recommendation to buy or sell any securities and does not constitute investment advice.
