SINGAPORE (THE BUSINESS TIMES) – Keppel Corporation on Tuesday (Nov 16) reiterated that its offer for Singapore Press Holdings (SPH) is “firm and irrevocable” and also provides the shortest time to payout by mid-January next year for SPH shareholders.
Keppel’s statement comes one day after the consortium comprising Hotel Properties (HPL), businessman Ong Beng Seng and two Temasek-linked entities, CLA and Mapletree, raised its offer for SPH. Keppel had raised its bid as well, days before.
Cuscaden Peak is now offering each SPH shareholder the option of an all-cash offer of $2.36, or $2.40 per share, comprising $1.602 in cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH.
The Cuscaden scheme is expected to be completed by February next year, but its scheme meeting can only proceed if SPH shareholders vote against Keppel’s offer at Keppel’s scheme meeting, to be held by Dec 8.
Keppel said in its latest press statement that its final consideration of $2.351 per SPH share as at Nov 9 represents a compelling 57 per cent premium to SPH’s undisturbed trading price on March 30. The final consideration will depend on the unit prices of Keppel Reit and SPH Reit.
It has also obtained the requisite regulatory approvals from the Foreign Investment Review Board of Australia and the Monetary Authority of Singapore. No approval is required from the Infocomm Media Development Authority.
“Even if a competing offeror is able to obtain the requisite approvals, it would take some time.”
Moreover, Keppel has waived its right to walk away under the offer’s material adverse clause. This eliminates the risk of the offeror walking away should SPH’s financial condition worsen.
The clause remains in place for the Cuscaden deal for now and its waiver will only take effect from the date its scheme document is despatched.
“The sooner the scheme is approved the better it is for SPH, so as to reduce any further uncertainty and instability for its various stakeholders and preserve value,” Keppel said.
“We believe that Keppel’s final offer is a compelling one and a win-win proposition which would be put to both Keppel Corporation’s and SPH’s shareholders for their respective decisions,” it noted.
