Counter-Offer by CNT 1. CNT values the Company at Baht 400 mil. (Valuation) which works out to about Baht 170 mil. as the Premium over existing tangible NBV (to be reconfirmed after an Accounts DD) that MPC’s Shareholders receive for the expected future performance or one could say this is the Goodwill of MPC. 2. CNT acquires 51% of MPC which makes the Purchase Consideration Baht 204 mil., payable as Baht 100 mil. which is by-and-large the tangible NBV portion, as Cash injected into MPC, and the balance (Premium over NBV that is based on future performance or say Intangible Goodwill) by way of newly issued CNT Shares to MPC’s Shareholders at Baht 3 per share.