SINGAPORE - Singapore Press Holdings (SPH) and Cuscaden Peak have entered into an implementation agreement to privatise SPH via a scheme of arrangement, after Cuscaden raised its offer, trumping Keppel Corp's final bid.
Cuscaden's revised offer of $2.40 per share, which values SPH at $3.9 billion, represents a superior offer to Keppel's bid of $2.351 per share, both in terms of price and value certainty, SPH said in an exchange filing on Monday (Nov 15) before the stock market opened.
SPH shareholders can choose to receive either $2.40 per share, comprising $1.602 of cash per share and 0.782 SPH Reit units valued at 79.8 cents per share; or an all-cash offer of $2.36 per share.
This provides SPH shareholders with the optionality of a higher total value of the cash and SPH Reit consideration while continuing to participate in the potential future growth of SPH Reit and receive its distributions, or value certainty associated with an all-cash consideration, said SPH.
"In both options, the Cuscaden scheme consideration is higher than the Keppel scheme consideration in terms of total value, and also provides a materially higher proportion of cash," the company noted.
SPH independent directors have preliminarily recommended that shareholders vote against the Keppel offer - subject to the opinion of the independent financial adviser and in the absence of a superior competing offer.
SPH will proceed to hold the Keppel scheme meeting on Dec 8 for its shareholders to vote on the offer.
The scheme meeting to vote on the latest Cuscaden offer can proceed only if SPH shareholders vote against the Keppel scheme, SPH noted.
SPH chief executive Ng Yat Chung said Cuscaden's new offer represents a substantial premium of 60 per cent over SPH's undisturbed price as at March 30 before the group announced a strategic review.
Cuscaden, which first made an all-cash offer of $2.10 per share three weeks ago, comprises Hotel Properties and its managing director Ong Beng Seng, as well as two Temasek-linked entities - CLA Real Estate and Mapletree Investments.
This saw Keppel last week raising its offer for SPH by 12 per cent to $2.351 per share. Its final offer comprises a higher cash component of 86.8 cents per share, as well as SPH Reit and Keppel Reit units.
SPH said in its Monday filing that the Cuscaden offer will not be adjusted for SPH's final dividend of three cents per share for financial year 2021, or any break fee payable to Keppel.
The break fee of $34 million is only payable to Keppel if the Cuscaden scheme or any other competing offer is effective or goes unconditional.
SPH also said that final regulatory approvals are required for the Cuscaden scheme offer, and applications have already been submitted.
Shares of SPH and SPH Reit were halted from trading on Monday morning. SPH shares closed 0.9 per cent higher at $2.33 last Friday, while SPH Reit ended 1 per cent up at $1.02.