'Door not closed' to better offers after Keppel sweetens bid: SPH

Singapore Press Holdings (SPH) chief executive Ng Yat Chung said yesterday that "the door has not closed for SPH to consider a superior offer" even as Keppel Corporation raised its buyout price for the group amid an escalating bidding war.

Keppel's revised offer of $2.351 a share represents a 12 per cent improvement over its original offer of $2.099 a share and tops a rival bid from Cuscaden Peak.

This is a group comprising Hotel Properties, its managing director Ong Beng Seng and two Temasek-linked entities - CLA Real Estate and Mapletree Investments.

Keppel said its revised offer, which is final, includes additional cash of 20 cents a share.

And while the number of Keppel Reit and SPH Reit units remains the same under the revised offer, their cumulative value has risen by 5.2 cents a share on better market conditions.

Its initial offer in August comprised cash of 66.8 cents per SPH share, as well as 0.596 Keppel Reit units (valued at 71.5 cents) and 0.782 SPH Reit units (valued at 71.6 cents) for each SPH share held.

The buyout offer marks the culmination of a review by SPH that began in March to restructure the loss-making media unit and unlock the value of its remaining assets.

"Privatising SPH post-media restructuring is the... outcome of a thorough and competitive process involving more than 20 potential interested parties," Mr Ng said.

Cuscaden Peak has offered to privatise SPH at $2.10 a share in cash. Its proposal, which is via a scheme of arrangement, still needs to be accepted by the board of SPH, which publishes The Straits Times.

If the scheme's terms are finalised, the completion of Cuscaden Peak's cash offer would require it to undertake a chain offer for all SPH Reit units as well.

Cuscaden Peak noted on Nov 1 that the minimum price that it will have to offer for each SPH Reit unit is 96.4 cents in cash.

SPH said yesterday that Keppel's final offer is superior to the Cuscaden Peak offer and will undertake to call for a Keppel scheme meeting by Dec 8.

Mr Ng told a briefing: "The factors we considered are price, structure of deal, regulatory requirements and certainty of financing.

"All things being equal, (Cuscaden Peak's) all-cash offer with a chain offer is a much better structure than the current Keppel offer.

"But we still have to look at what the price is and what the regulatory requirements are.

"But the door has not closed for us to consider a superior offer. We have been discussing with Cuscaden since Oct 28, with a view to helping them provide a revised offer and we are working on a draft implementation agreement."

Cuscaden Peak said yesterday that it is "not in a position to comment at this stage".

The terms of the Keppel offer allow SPH to enter into an agreement with any other party (including Cuscaden Peak) for a scheme of arrangement by Nov 16.

A competing general offer must be announced by Dec 1.

Even if Cuscaden Peak or any other party provides a superior proposal to Keppel's, SPH will hold its extraordinary general meeting and scheme meeting by Dec 8 on Keppel's offer.

If a rival offer is announced before Nov 16, SPH can delay the meeting for up to 21 days to allow it and its independent financial adviser enough time to consider it.

"Our job is to make available the best offer on the table to shareholders," said Mr Ng.

"The window for improved offers to come is still open, even as we try to convene the scheme meeting for Keppel's offer by early December."

He added that the board would act on a recommendation if its independent financial adviser (IFA) determines that an alternative to Keppel's offer is better.

"SPH is not obliged to recommend Keppel's final offer to shareholders for the scheme meeting if SPH receives a better offer, and if the IFA feels that there is a better alternative offer," Mr Ng noted.

Keppel chief executive Loh Chin Hua told a briefing yesterday: "We have improved our final offer not because of the competing bid."

Since Keppel's offer in August, "economic conditions have improved and we saw improvement in SPH's financial performance".

"And through the interaction with SPH management over the past few months, it has been made a lot clearer to us the synergies we hope to derive. So we improved the offer to make it more compelling. I truly believe this is a win-win."

Mr Loh said Keppel's offer is "not just about the pricing, which is compelling. Our proposal has the most deal certainty for SPH shareholders, and is the fastest to get the transaction completed and the consideration paid to SPH shareholders as early as mid-January 2022".

"For Keppel shareholders, this remains very attractive and is also a strategic acquisition. The additional consideration (of 20 cents a share) is well supported by the improvement in values since July.

"This deal will have limited impact on our balance sheet and we can derive good financial returns from this transaction," he said.