SINGAPORE - Cuscaden Peak said on Wednesday (Dec 1) that the $34 million break fee payable to Keppel Corporation would be "indirectly borne" by the consortium if it prevails in its takeover bid for Singapore Press Holdings (SPH).
It noted that if the Cuscaden scheme succeeds and the break fee is payable by SPH, "since Cuscaden will own 100 per cent of SPH, the break fee will, in turn, at that stage be indirectly borne by Cuscaden", it said in an exchange filing.
This means the break fee will not come out of the pockets of SPH shareholders if the Cuscaden offer succeeds, added the consortium, which is backed by businessman Ong Beng Seng's Hotel Properties and two Temasek-linked entities - CLA Real Estate and Mapletree Investments.
Cuscaden's statement follows a Straits Times report on Nov 25 which noted that the consortium was prepared to cover the break fee if shareholders reject the Keppel scheme.
Keppel announced its proposed acquisition of SPH on Aug 2, but Cuscaden made a surprise rival bid on Oct 29.
Keppel then improved its terms on Nov 9, with its final offer of $2.351, comprising 86.8 cents per SPH share plus 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit (real estate investment trust) unit.
The Cuscaden Peak offer has two options: $1.602 cash and 0.782 of an SPH Reit unit per share through a distribution in-specie, or an all-cash deal of $2.36 a share.
SPH has to pay a break fee of $34 million to Keppel, equivalent to around 1 per cent of the aggregate consideration of Keppel's initial offer, if a competing offer becomes effective or unconditional.
The ST report on Nov 25 had stated that SPH shareholders would be called back to vote on the Cuscaden scheme a week or two after they vote on the Keppel scheme, and that Cuscaden will complete the deal by February 2022.
Cuscaden said on Wednesday that regulatory and court approvals may result in the meeting being convened at a date beyond a week or two after the Keppel scheme meeting.
It is unclear when shareholders will cast their verdict on the competing schemes.
A vote on the Keppel offer was pencilled in for Dec 8. But that has now been delayed, which, in turn, will delay any meeting on the Cuscaden scheme.
