The Siam Cement Group (SCG) has made a mandatory tender offer for shares in National Petrochemicals Public Company Limited (NPC), at the price of Bt.77.6/share. The tender offer process is expected to start within the next 2 weeks, and should be completed by early October 2004. The mandatory tender offer was the result of SCG?s increased stake in Thai Plastic & Chemicals (TPC) to 37% from 26% on June 23, 2004. TPC currently holds a 2.5% stake in NPC and with SCG?s 24.97% stake, the collective holding in NPC amounts to 27.5%. Once the 25% threshold has been crossed, under SEC?s take over regulations, a tender offer becomes mandatory. This tender offer is despite the fact that SCG did not directly purchase any shares in NPC (last purchased in Q2/02 at Bt50/share). A waiver request sent to the SEC earlier was declined. At the time when SCG increased its stake in TPC, it was neither the intention to increase its stake in NPC, nor to trigger the tender offer for NPC shares. Regardless, SEC?s take over regulation has ruled that a tender offer is now compulsory. The tender offer price of Bt77.6/share was derived from SCG?s ?cost of acquiring additional stake in NPC through TPC,? as calculated by SCG?s financial advisor. It should also be stressed that the tender offer price of Bt77.6/share does not, in any way, reflect the valuation of NPC?s shares. On August 9/04, NPC?s share price closed at Bt97/share, and is well above the tender offer price of Bt77.6/share. NPC shareholders are not obligated to take part in the tender offer.