Raise offer for Vard, Sias urges parent Fincantieri

The Securities Investors Association (Sias) yesterday called on Italian state-owned shipbuilder Fincantieri to revise its offer to shareholders of Vard Holdings.

Fincantieri is the parent company and a 55.63 per cent stakeholder of mainboard-listed Vard Holdings.

It is trying to buy the rest of the Singapore-listed firm which it does not already own for up to $125.6 million, at an offer of 24 cents a share.

In a statement to the media, Sias said it has approached Fincantieri to consider revising the offer, but has not received a response.

Sias said minority shareholders are "not happy" with the offer, and do not consider the one-cent premium compared with the pre-offer price fair, as the share price is improving. Furthermore, the net asset value per share is 36 cents.

It also said shareholders are concerned about the reduction of the acceptance condition; Fincantieri got consent from the Securities Industry Council earlier this month to reduce the acceptance condition to a level of more than 50 per cent, down from over 90 per cent.

As Fincantieri holds more than 50 per cent of the shares, the privatisation offer is unconditional.

Sias noted that with the offer price below the share's trading price, there is "talk in the market that many shareholders who had previously tendered their shares may withdraw".

"In view of the above concerns on the part of minority shareholders of Vard, it is unlikely the offer will succeed unless the offer price is revised," it added.

The closing date of the offer was extended from Jan 12 to Feb 2.

In December, independent financial adviser KPMG found the offer price "fair and reasonable from a financial point of view". The price represents a premium of about 11.63 per cent over the average price for the past month, 24.35 per cent above the three-month average and 29.73 per cent more than the six-month period, up to and including the last trading day.

However, the current offer is a discount from the $1.22 per share which Fincantieri offered back in 2013 to acquire its majority stake in Vard, then known as STX OSV.

This is Fincantieri's second bid to privatise its Singapore-listed unit. If it succeeds, Vard will be the second offshore and marine counter to be delisted in the industry downturn after Otto Marine.

Vard Holdings shares closed one cent up, at 25.5 cents yesterday.

A version of this article appeared in the print edition of The Straits Times on January 27, 2017, with the headline 'Raise offer for Vard, Sias urges parent Fincantieri'. Print Edition | Subscribe