Corporate veteran Teh Wing Kwan leads another RTO.

Catalist-listed Sincap Group announced that it is acquiring 100% stake in Skylink APAC, a homegrown commercial motor vehicle leasing, hire purchase financing and related maintenance service provider, for $42.3 million in a reverse takeover (RTO) transaction.

Skylink APAC would then obtain its public listing status upon successful completion of the acquisition, supported by the investment by and under the leadership of corporate veteran Teh Wing Kwan.

Sincap was previously in the business of renewable energy semiconductor manufacturing. It traded alumina and thermal coal, as well as mines and sold gypsum in China.

The $42.3 million consideration comprises two parts.

First, a base consideration of $28.3 million, comprising $27.5 million to be satisfied by the allotment and issue of about 122.2 million new Shares at 22.5 cents per share and a balance sum of $0.8 million to be paid in cash on a date within 18 months from date of completion.

Second, a deferred consideration of up to $14.0 million in the form of an earn-out that is dependent on the adjusted accumulated net profit after tax of Skylink APAC for FY2025 and FY2026 (financial years ending Mar 31) of not less than $7.3 million. Up to $12.5 million of the Deferred Consideration will be satisfied by the allotment and issue of about 55.6 million new shares (on a post-share consolidation basis) at the issue price of 22.5 cents. The balance sum of $1.5 million will be payable in cash within 18 months from which the date the deferred shares are issued.

Skylink APAC was incorporated on Mar 4, 2025, to hold three subsidiaries – Skylink Vehicle Rental that owns over 1,200 commercial vehicles to be leased out on a B2B basis; Skylink Credit that proviced hire-purchase loans and motor vehicle financing solutions; and Skylink Engineering that operates in-house workshops to maintain, repair and maximise the lifespan of the commercial fleet, and to meet safety standards, as well as offer such services to other types of motor vehicles in Singapore.

The group was established by Wesley Shen Wende, Grace Xue Wanqui and Johnson Shen Yongzhong. Wesley and Johnson are CEO and COO of the company. Skylink APAC is part of the larger Skylink Group, which is involved in automobile trading and sales activities under Skylink Auto which, as agreed by the parties, has not been included in the proposed acquisition as it requires differentiated fund-raising strategies.

Teh says: “I embarked on this undertaking with great care while searching for a viable RTO target that can align the interests of various stakeholders. It is my firm belief that this strategic transformation represents a feasible option for Sincap’s shareholders as the group charts new corporate and investment strategies.”

Wesley Shen says: “The entire team at Skylink APAC is excited by the corporate exercise which will open a dramatic new chapter for our fast-growing company. A listed platform will propel Skylink APAC’s growth strategies in the leasing of commercial vehicles, providing hire purchase credit and financing solutions, and operationally supported by related engineering and maintenance services.”

He adds: “While Skylink Auto is not part of the proposed acquisition, the overall Skylink Group eco-system (Skylink APAC and Skylink Auto) recorded combined revenue of approximately $95 million for FY2024, and continues to grow rapidly.”