RedHot Media Group Sdn Bhd and Red Media Asia Limited and Ausscar Capital (Holding) Sdn. Bhd. entered into a conditional sale of shares agreement to acquire PUC Founder (MSC) Bhd (KLSE: PUC) from Founder Holdings Ltd. (SEHK: 418), Peking University Founder Group Corporation and other shareholders in a reverse merger transaction on November 16, 2010. PUC Founder will issue 950 million new ordinary shares. Upon completion of the acquisition, PUC Founder will also appoint the Board of Directors of Red Media Asia. Upon deal completion Y Bhg Dato Othman Bin Joseph, Tunku Afwida Malek, Liew Peng Chuen, Cheong will be appointed to the new Board of PUC. The deal is subject to approval from the shareholders of PUC Founder, RedHot Media International Ltd. (AIM: RHM), approval from the Securities Commission and approval from Bursa Securities for listing of and quotation for the shares to be issued under the acquisition and execution/completion of reorganization.

The acquisition is expected to be completed within the first half of 2011. On February 14, 2011, Kenanga Investment Bank Berhad announced that the application to the relevant authorities seeking approval for the deal which is expected to be made within three months from the date of the announcement would be revised to six months from the date of the announcement. On May 13, 2011, the expiry date of the conditional period has been extended from May 15, 2011 to November 14, 2011. On June 2, 2011, estimated timeframe for completion of the deal was revised from first half of 2011 to second half of 2011. On August 19, 2011, PUC Founder announced that the required applications to the relevant authorities in Malaysia to seek approval for the deal are expected to be made within the next 3 months, i.e. by November 16, 2011 (within 12 months of the announcement) and not by August 16, 2011, as announced on June 2, 2011.

On November 11, 2011, PUC Founder agreed with RedHot Media to extend the date by which the conditions to the agreement are fulfilled, including seeking approval for the disposal from Bursa Securities, for a further six months i.e. from November 15, 2011 until May 14, 2012. PUC Founder and RedHot have also agreed that in the event that the conditions precedent are not fulfilled by May 15, 2012, the period will be extended automatically for another six months up to November 14, 2012. The date for the required applications to the relevant authorities in Malaysia to seek approval has also been extended by a further six months. Consequently, the estimated timeframe for completion of the proposal which is revised to be completed in the second half of 2011 will be further extended accordingly to first half of 2012.

The acquisition is not expected to have any effects on the share capital, substantial shareholders' shareholdings, earnings, net assets and gearing of PUC Founder. As of February 23, 2012, RedHot and Founder entered into a supplementary sale of shares agreement in order to vary and amend some of the terms following on from the due diligence exercise undertaken pursuant to the proposed disposal. Founder and RedHot agree that the RH Media RCCPS A and RMG RCPS shall be cancelled by way of capital reduction exercises to be undertaken by RH Media and RMG respectively upon the RH Media RCCPS A and RMG RCPS having been transferred and registered in the name of RedHot upon the completion of the following agreements simultaneously with the completion. As of August 17, 2012, the expected timeframe for the completion of transaction has been revised from the first half of 2012 to first quarter of 2013.

As of November 14, 2012, Resource Holding Management Limited announced that PUC Founder and RedHot Media entered into a further supplementary sale of shares agreement in order to vary and amend some of the terms of the earlier shares agreement. Under the revised terms, the purchase consideration of the sale of shares agreement from MYR 95 million to MYR 90 million payable entirely by the consideration shares, the revision of the total number of new ordinary shares in PUC Founder to be issued to RedHot Media as consideration from 950 million shares at an issue price of MYR 0.10 each to 750 million shares at an issue price of MYR 0.12 each and the revision of the conditional period of the sale of shares agreement to May 13, 2013 such that in the event the conditions precedent of the sale of shares agreement are not fulfilled by May 13, 2013 it shall automatically be extended for a further period of six months or such other date the parties may mutually agree in writing. The transaction is expected to complete by the first half of 2013. As of December 6, 2012, Founder submitted a revised application to Bursa Securities to reflect the terms of the second supplemental agreement. As of April 24, 2013, Bursa Securities has resolved to approve the deal. As on May 3, 2013, Bursa Malaysia Securities Berhad has resolved to grant PUC an extension of time of up to July 31, 2013 to issue the circular in relation to the transaction subject to the condition that PUC/ Kenanga Investment Bank Berhad to provide written confirmation to Bursa Securities that there has been no material change or development in the circumstances and information in relation to the transaction. As of July 18, 2013, an extension of time was submitted to Bursa Securities for a further extension of time to issue the circular up to August 31, 2013 and an extension of time to complete the transaction by December 31, 2013. As of July 29, 2013, Bursa Malaysia has approved the request to extend the time to complete the transaction till December 31, 2013. As of October 18, 2013, it was announced that an Extraordinary General Meeting of the shareholders of Resource Holding Management will be held on November 6, 2013. A resolution to approve the transaction will be put to shareholders of RHM at the General Meeting. As on November 7, 2013, shareholders of Resource Holding approved the merger. The transaction is expected to complete in January 2014. As of November 15, 2013, PUC Founder was informed by Resource Holding that the application for the Proposed Exemption submitted to the Securities Commission (SC) on November 12, 2013, has been approved by the SC vide its letter dated November 14, 2013. As of November 12, 2013, the time to complete the transaction was further extended by six months from November 2, 2013 to May 11, 2014.

Nick Athanas and James Reeve of Allenby Capital Limited acted as the financial advisors and broker and Adam Wilson and Colin Rowbury of Daniel Stewart Securities plc acted as a broker for RedHot Media International Ltd. Kenanga Investment Bank Berhad acted as a financial advisor for PUC Founder (MSC) Bhd. Christian Taylor-Wilkinson from Leander PR acted as PR advisor for RedHot Media International.

RedHot Media Group Sdn Bhd and Red Media Asia Limited and Ausscar Capital (Holding) Sdn. Bhd. completed the acquisition of PUC Founder (MSC) Bhd (KLSE: PUC) from Founder Holdings Ltd. (SEHK: 418), Peking University Founder Group Corporation and other shareholders in a reverse merger transaction on January 2, 2014.