AirAsia X Berhad (KLSE:AAX) entered into a non-binding letter of offer to acquire AirAsia Aviation Group Limited from Capital A Berhad (KLSE:CAPITALA) for MYR 6.8 billion on January 8, 2024. AirAsia X Berhad (KLSE:AAX) has signed a conditional sale and purchase agreement to acquire AirAsia Aviation Group Limited from Capital A Berhad (KLSE:CAPITALA) on April 25, 2024. Under the terms of agreement, AirAsia Group?s acquisition amounting to MYR 4.4 billion, to be fulfilled with by issuing 2.3 billion shares of AirAsia X Berhad. Under the terms of the agreement and subject to requisite approvals, the Transaction includes two parts: The divestment of AirAsia Aviation Group Limited (AAAGL), consisting of AirAsia subsidiaries in Thailand, Indonesia, the Philippines and Cambodia, will be fulfilled through the issuance of new AirAsia Group shares to Capital A worth MYR 3 billion. Following this divestment, Capital A will immediately distribute-in-specie MYR 2.2 billion worth of the newly issued AirAsia Group shares to Capital A shareholders. Upon the completion of the proposed divestment and AirAsia X proposal, Capital A is expected to retain 18.39% of the enlarged issued shares of AirAsia Group. In related transactions, the divestment of AirAsia Berhad, otherwise known as AirAsia Malaysia, for MYR 3.8 billion, to be satisfied by AirAsia Group?s assumption of MYR 3.8 billion of debt owed by Capital A to AirAsia Berhad. As of March 13, 2023, the parties have mutually agreed to extend the negotiation period to execute the definitive agreement for the acquisition until April 15, 2024. Following the proposed transaction, AirAsia Group will also issue free warrants to you, our existing shareholders, as gratitude for your continued support. With the free warrants that are given exclusively to you as an existing shareholder, you will also gain the opportunity increase your equity participation and be a part of the future growth of this enlarged aviation business, which will have a much fortified financial foundation that will be achieved before the proposed acquisitions, effectively increasing the financial strength of the entity you will be a part of. As of April 9, 2024, the parties have mutually agreed to extend the negotiation period to execute the definitive agreement for the acquisition until April 30, 2024. This landmark agreement, approved by the boards of Capital A and AirAsia X, is expected to catalyse AirAsia to its next growth phase to become the world?s first low-cost network carrier and redefine the aviation industry landscape.

Capital A?s shareholders? equity to turn positive for the first time in 14 quarters following the divestment, while AirAsia X's shareholders? equity to also strengthen post-transaction. Capital A shareholders stand to benefit significantly as the proposed divestment is expected to unlock RM6.8 billion in value of Capital A's aviation business, more than double the current market capitalisation of the group. Following the divestment and the distribution-in-specie of RM2.2 billion worth of new AirAsia Group shares, Capital A shareholders will maintain direct ownership in the combined aviation businesses, ensuring access to future growth opportunities. Bursa Malaysia has cleared the acquisition. Capital A EGM to be convened in the next three weeks, when shareholders will have the opportunity to approve the proposal. As of October 14, 2024, Capital A shareholders approved the deal. As of October 24, 2024, the Company and the Vendor agreed to extend the period for the satisfaction or fulfilment of the relevant conditions precedent under the SSPAs which remain unsatisfied, for a further period of 3 months, commencing from October 25, 2024 and ending on January 24, 2025. As of January 24, 2025, Company and the Vendor had agreed to extend the period for the satisfaction or fulfilment of the relevant conditions precedent under the SSPAs from January 25, 2025 to March 24, 2025, allowing both parties additional time to finalise the transaction for AAAGL and AAB. Notably, all due diligence for both entities has already been successfully completed. As of March 10, 2025, RHB Investment Bank wishes to announce that the hearing of the petition for the reduction in issued share capital of the Company pursuant to the Proposed Distribution is fixed on 21 March 2025. As of March 24, 2025, the Company and the Vendor agreed to extend the period for the satisfaction or fulfilment of the relevant conditions precedent under the SSPAs which remain unsatisfied, commencing from March 25, 2025 and ending on May 30, 2025. As of May 30, 2025, On behalf of the Board, Interpac wishes to announce that the period for the satisfaction or fulfilment of the relevant conditions precedent under the SSPAs which remain unsatisfied up to July 31, 2025. As of July 31, 2025, On behalf of the Board, Interpac wishes to announce that AIRASIA X and the Vendor had on July 31, 2025 agreed to extend the period for the satisfaction or fulfilment of the relevant conditions precedent under the SSPAs which remain unsatisfied up to August 31, 2025.As of August 26, 2025, On behalf of the Board, AIRASIA X had on August 26, 2025 submitted an application to Bursa Securities seeking its approval for an extension of time for AIRASIA X to complete the implementation of the Proposed Issuance of Free Warrants, Proposed Private Placement, Proposed AAAGL Acquisition, Proposed AAB Acquisition and Proposed Granting of Subscription Options. As of September 24, 2025, the transaction is expected to complete in October. As per the announcement dated October 29, 2025, the transaction has become unconditional.

The transaction is expected to close in January 2025. RHB Investment Bank Berhad acted as financial advisor to Capital A Berhad. Public Investment Bank Berhad acted as financial advisor and fairness opinion provider to Capital A Berhad. Hanafiah Ponggawa & Partners Law Firm acted as legal advisor for AirAsia X Berhad.

AirAsia X Berhad (KLSE:AAX) completed the acquisition of AirAsia Aviation Group Limited from Capital A Berhad (KLSE:CAPITALA) on January 16, 2026. AirAsia X settled the consideration via allotment and issue of 2,307,692,307 Consideration Shares.