Boer Power Announces Voluntary Conditional Cash Offer for a Maximum Consideration of S$161.2 million for All Shares in SMB United

• Offer price represents a premium of between 16.8% and 28.0% over the 1-month, 3-month, 6-month and 1-year average traded price
• A unique opportunity to enhance Boer Power's product portfolio and research capabilities
• Synergistic acquisition allows Boer Power to build on the established overseas sales channels of SMB United and tap onto growing trend of smart grid networks both in the PRC and internationally

HONG KONG, Oct. 31, 2011 /PRNewswire-Asia/ -- Hong Kong-listed Boer Power Holdings Limited ("Boer Power", HKEX Main Board: 01685), a leading one-stop designer, manufacturer and seller of high-quality integrated electrical distribution systems and solutions for the power sector, today announced that its indirect wholly-owned subsidiary, Profit Sea Holdings Limited ("Profit Sea"), has announced a voluntary conditional cash offer to acquire all the issued shares of SMB United Limited ("SMB United") (other than those already owned, controlled or agreed to be acquired by the Offeror), for a consideration of S$0.32 per share (equivalent to approximately HK$2.0), corresponding to a total maximum cash consideration of approximately S$161.2 million (equivalent to approximately HK 1,007.4 million). The Offer price represents a premium over historical trading prices of the shares in SMB United and the reported Net Asset Value of SMB. A large portion of the funds used to finance the Offer was raised during Boer Power's listing on the Hong Kong Stock Exchange on 20 October 2010, with historical Y2010 price/earnings ratio of approximately 22x. For your information, based on the closing market price of SMB of S$0.275 per share as at 28 October 2011 (being the last full trading day before the release of the announcement regarding the Offer), the Y2010 price/earning ratio of SMB was approximately 10x.

SMB United's principal activity is the manufacture and distribution of switchgears, EDMI electronic revenue meters and its own Rudolf™ brand of controllers, instrumentation and power quality systems, which compliments Boer Power's existing business as an one-stop designer, manufacturer and seller of high quality integrated electrical distribution systems and solutions in the PRC. This allows the combined entity to benefit from the synergies of Boer Power with SMB in areas such as the improvement of operational efficiency and increase of overall competitiveness of the combined entity.

It is the intention of Boer Power to privatise SMB and to delist SMB from the official list of the SGX-ST, should the option be available to Boer Power. If Boer Power acquires not less than 90% of the total issued shares of SMB (other than those shares already held at the date of the Offer by Boer Power, its related corporations and their respective nominees and shares of SMB held in treasury), Boer Power would have the right to compulsorily acquire all the shares of SMB not acquired by Boer Power pursuant to the Offer.

Mr. Qian Yixiang, Chairman and Chief Executive Officer of Boer Power, said "Besides augmenting our already strong product offerings, the Offer marks a strategic step in our goal of expansion into the international arena. Boer Power, being the largest high-end electrical distribution systems and solutions provider in the PRC, will be able to tap onto SMB United's established sales channels in Europe, Australia and Asia to ride on the growing trend of smart grid networks internationally."

In line with its stated objectives of strategic acquisitions globally, in June 2011, Boer Power acquired Wuxi Tezhong Electrical Capacitor Company Limited for a cash consideration of RMB 62,000,000 to expand its upstream component production capability to achieve greater ability in controlling the costs, specifications and quality of its products. Boer Power was successfully listed on the Main Board of the Hong Kong Stock Exchange in October 2010.

Boer Power Holdings Limited

Boer Power Holdings Limited is a leading one-stop designer, manufacturer and seller of high-quality integrated electrical distribution systems and solutions in China with over 20 years of industry experience. As the largest pure-domestic electrical distribution systems and solutions provider in the high-end segment of the electrical distribution equipment market, the company has 13 subsidiaries, five of which are operating subsidiaries located in Shanghai, Wuxi, and Yixing.

The value chain of power utilization in the electricity system, as a whole, consists of power generation, power transmission and transformation, power distribution, system control, smart grid applications and final consumption by end-users. Our electrical distribution systems and solutions serve the High Voltage and Low Voltage parts of the value chain which are applied in the stages of power distribution, system control, smart grid applications and final consumption by end-users in the electricity system.

This press release is qualified in all respects and incorporates by reference the full text of the announcement issued today by Boer Power on the websites of the Main Board of the Hong Kong Stock Exchange Limited and Boer Power.

IMPORTANT NOTICE

This press release should be read in conjunction with the full text of the Offer Announcement dated 31 October 2011, available on the SGX website at www.sgx.com and the VSA Announcement dated 31 October 2011, available on the HKSE website at www.hkex.com.hk. If you are in any doubt about the Offer, you should consult your stockbroker, bank manager, solicitor or other professional adviser immediately. All capitalized terms which are used in this press release but not otherwise defined herein shall have the meaning ascribed to them in the Offer Announcement.

This press release shall not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.

The directors of Profit Sea and Boer Power (including those who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that no material facts have been omitted, and they jointly and severally accept responsibility accordingly, to the extent required by Rule 8.3 of the Singapore Code on Take-overs and Mergers.

The directors of Boer Power jointly and severally accept full responsibility for the accuracy of the information contained in this press release and confirm, having made all reasonable inquiries, that to the best of their knowledge, their opinions expressed in this press release have been arrived at after due and careful consideration and there are no other facts not contained in this press release the inclusion of which would make any of their statements in this press release misleading.

Where any information has been extracted from published or publicly available sources (including, without limitation, information in relation to the Offeree Group), the sole responsibility of the directors of the Profit Sea and Boer Power has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release.

For more information please visit: http://boerpower.com