Cuscaden gets regulatory nod from MAS, IMDA for SPH bid

Cuscaden Peak has secured most of the regulatory approvals needed for its takeover bid of Singapore Press Holdings (SPH), further cementing its advantage in a bidding war with Keppel Corp for the media company's property assets.

The consortium comprises Hotel Properties Limited (HPL), property magnate Ong Beng Seng and two Temasek-linked units, CLA and Mapletree.

Cuscaden yesterday said it has received regulatory approvals from the Monetary Authority of Singapore (MAS) and the Infocomm Media Development Authority (IMDA). It still needs to get clearance from the Foreign Investment Review Board (FIRB) of Australia.

The Australian approval is needed as SPH has properties in Australia.

"We remain on track for an indicative transaction completion by February 2022," said HPL group executive director Christopher Lim.

He added: "Unfortunately, SPH is restricted by its implementation agreement with Keppel from taking any action to hold the Cuscaden scheme meeting within eight weeks from the date of the Keppel scheme meeting. Cuscaden views this restriction as against the interests of SPH shareholders."

The Keppel scheme meeting is to be held by Dec 8.

Mr Lim also said: "Unlike the Keppel scheme, we do not require approval by Cuscaden's shareholders and therefore, the success of the Cuscaden scheme is in the hands of SPH shareholders and does not require additional votes from other groups of shareholders whose interests may not align with those of SPH's shareholders."

The green light from regulators widens Cuscaden's edge over its rival Keppel Corp, which refused to budge on its offer. Keppel earlier said it had obtained requisite regulatory approvals from the FIRB of Australia and MAS, giving it an advantage. "Even if a competing offeror is able to obtain the requisite approvals, it would take some time," a spokesman said last week.

Under the terms of the latest offer last Monday, Cuscaden is willing to pay $2.40 a share for SPH, comprising $1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH. Shareholders can also opt to take an all-cash option of $2.36 per share.

That is up from an earlier offer of $2.10 a share in cash, to compete with Keppel's initial bid of $2.099 in cash and units of both Keppel Reit and SPH Reit.

As a result, Cuscaden would probably pay $3.9 billion for SPH.

Keppel is offering $2.351 per share, consisting of $0.868 per share in cash, 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit unit. It said the offer is final and irrevocable.

SPH, which publishes The Straits Times and The Business Times, has acknowledged that Cuscaden's latest offer is superior. Its independent directors have preliminarily recommended that shareholders vote against Keppel's scheme and vote for Cuscaden's revised offer. This is subject to the opinion of the independent financial adviser and in the absence of another superior competing offer.

Stressing that the success of the Cuscaden bid is in SPH shareholders' hands, Cuscaden urged them to attend the Keppel scheme meeting - in person, virtually or by proxy - to vote against it.

"This is because the result of the votes of only the present and voting shareholders at the Keppel scheme meeting will bind all SPH shareholders, including those who do not attend or submit a vote," it said.

Both the Keppel and Cuscaden schemes require the approval of at least 75 per cent of the total number of votes cast by SPH shareholders at the meeting. Also, more than half of the individuals or entities voting at the meeting must be in favour of the scheme.

Shares of SPH closed at $2.37 last Friday, down one cent, or 0.42 per cent. HPL closed flat at $3.35, while Keppel shares fell one cent, or 0.19 per cent, to $5.34.

THE BUSINESS TIMES