Nanofilm to acquire remaining 35% stake in Sydrogen from Temasek for S$15 million

[SINGAPORE] Nanofilm Technologies is acquiring the remaining stake of its majority-owned Sydrogen, a hydrogen technology solution provider, from Temasek’s unit Venezio Investments for S$15 million.

The transaction represents 35 per cent of Sydrogen’s total issued share capital, or 49 million preference shares, indicated its bourse filing on Saturday (Jul 5). Nanofilm already owns 65 per cent of the total shareholdings, or 70 million shares.

Sydrogen, a joint venture between Nanofilm and Temasek’s unit since July 2021, focuses on hydrogen production, storage and utilisation.

Sydrogen’s consolidated net tangible asset value and book value stood at S$26.8 million and S$105.6 million, respectively, based on its financials for the year ended Dec 31, 2024. Its net loss before tax for FY2024 was about S$4.9 million.

The transaction, subject to Nanofilm shareholders’ approval, will take place in two tranches.

The first tranche, constituting 11.67 per cent of Sydrogen’s existing share capital for S$5 million, is scheduled to be completed in November 2025. The second tranche, constituting 23.33 per cent of the share capital for S$10 million, is scheduled to be completed in November 2026.

The total consideration of S$15 million will be funded by internal sources of funds, said Nanofilm.

It highlighted that the proposed acquisition underscores the company’s “continued confidence in the hydrogen market and its growth potential”.

“On completion of the proposed acquisition, the company will own all the issued shares in Sydrogen, and achieve enhanced management control over the Sydrogen group’s operations and strategic direction,” said Nanofilm.

It added that full ownership would also allow a deeper integration of Sydrogen’s technologies and solutions with global commercial, manufacturing, as well as research and development infrastructure, thereby enhancing opportunities for scale, operational synergy and commercial acceleration.

Assuming that the proposed acquisition had taken place on Dec 31, 2024, and any fair value changes to the put option liability arising from the proposed transaction is accounted for in equity, the transaction would have increased the company’s net tangible assets per share to S$0.6187, from S$0.5138 as at end-2024.

If the proposed transaction had been on Jan 1, 2024, the company’s net profits would have been reduced to S$6.4 million, from S$7.7 million. Earnings per share would have been lowered to S$0.0098 from S$0.0118 for FY2024.

Before Nanofilm entered the sales and purchase agreement, its shares closed on Friday at S$0.635, down 3.8 per cent, or S$0.025.