Cuscaden Peak gets regulatory nod from MAS, IMDA for SPH offer

The vote marks the end of a fierce takeover battle between Cuscaden and rival bidder Keppel Corp for SPH. PHOTO: LIANHE ZAOBAO

SINGAPORE (THE BUSINESS TIMES) - 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 (HPL), property magnate and HPL managing director Ong Beng Seng, and two Temasek-linked units CLA and Mapletree.

Cuscaden on Sunday (Nov 21) said it has received regulatory approvals from the Monetary Authority of Singapore (MAS) and Infocomm Media Development Authority. It still needs to get clearance from the Foreign Investment Review Board (FIRB) of Australia.

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

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 rival Keppel, which refused to budge on its offer. Keppel earlier said it had obtained the requisite regulatory approvals from Australia's FIRB and the 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 on Nov 15, 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 86.8 cents 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 - in person, virtually, or by proxy - the Keppel scheme meeting 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.

• With additional information from The Straits Times

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