SINGAPORE – Keppel Corp’s shareholders have voted overwhelmingly in favour of the corporate’s proposed acquisition of Singapore Press Holdings (SPH) by way of a scheme of association at a unprecedented basic assembly (EGM) on Thursday morning (Dec 9).
On the EGM, 98.22 per cent, or shareholders of 380.9 million shares, voted in favour of the proposed acquisition which Keppel referred to as “a win-win proposition for each (its) and SPH’s shareholders”.
Some 387.8 million shares had been represented by votes solid on the EGM.
Keppel and a rival consortium, Cuscaden Peak, are locked in a bidding conflict for SPH, with either side searching for to take action by way of a scheme of association.
However SPH shareholders must wait longer earlier than they’ll vote on both provide.
On Nov 24, SPH’s board mentioned that “on account of a delay arising solely from a specified occasion”, the shareholder assembly to vote on Keppel’s provide will probably be held after Dec 8. Initially, the Keppel scheme assembly was set for no later than Dec 8. Nonetheless, the settlement allowed for a delay arising solely from a “specified occasion” reminiscent of finalisation of the impartial monetary adviser’s (IFA) opinion.
SPH has but to tell shareholders of the brand new date for the Keppel scheme assembly.
Below its settlement with Keppel, SPH can’t take any motion to carry an alternate scheme assembly inside eight weeks from the date of the Keppel scheme assembly – although this may be waived if shareholders vote in opposition to the Keppel scheme.
So SPH shareholders will probably be allowed to vote on the Cuscaden Peak scheme provided that they flip down the Keppel provide on the now-delayed Keppel scheme assembly.
SPH’s impartial administrators have recognised the Cuscaden Peak provide as superior to Keppel’s and have made a preliminary advice – topic to the opinion of the impartial monetary adviser – for SPH shareholders to vote in opposition to the Keppel scheme.
Keppel has mentioned its last consideration of $2.351 per SPH share as at Nov 9 represents a 57 per cent premium to SPH’s undisturbed buying and selling value on March 30. Keppel’s last provide values SPH, excluding its media enterprise, at $3.8 billion.
Cuscaden Peak is providing every SPH shareholder the choice of an all-cash provide of $2.36; or $2.40 per share, comprising $1.602 money and 0.782 of an SPH Reit unit by a distribution-in-specie by SPH. Its provide values SPH at $3.9 billion.
The Cuscaden Peak consortium is backed by businessman Ong Beng Seng’s Lodge Properties and two Temasek-linked entities – CLA Actual Property and Mapletree Investments.
Each firms have now waived their rights to stroll away from their provides within the occasion of a fabric opposed impact to supply SPH shareholders with “larger transaction certainty”.
Dropping the fabric opposed results clause eliminates the danger of both Keppel or Cuscaden strolling away ought to SPH’s monetary situation worsen.
