SINGAPORE - Keppel Corp's shareholders voted overwhelmingly in favour of the company's proposed acquisition of Singapore Press Holdings (SPH) via a scheme of arrangement at an extraordinary general meeting (EGM) on Thursday morning (Dec 9).
At the EGM, 98.22 per cent, or shareholders of 380.9 million shares, voted in favour of the proposed acquisition, which Keppel called "a win-win proposition for both (its) and SPH's shareholders".
Some 387.8 million shares were represented by votes cast at the EGM.
Keppel and a rival consortium, Cuscaden Peak, are locked in a bidding war for SPH, with both sides seeking to do so via a scheme of arrangement.
But SPH shareholders will have to wait longer before they can vote on either offer.
On Nov 24, SPH's board said that "as a result of a delay arising solely from a specified event", the shareholder meeting to vote on Keppel's offer will be held after Dec 8. Initially, the Keppel scheme meeting was set for no later than Dec 8. However, the agreement allowed for a delay arising solely from a "specified event" such as finalisation of the independent financial adviser's (IFA) opinion.
SPH has yet to inform shareholders of the new date for the Keppel scheme meeting.
Under its agreement with Keppel, SPH cannot take any action to hold an alternative scheme meeting within eight weeks from the date of the Keppel scheme meeting - though this can be waived if shareholders vote against the Keppel scheme.
So SPH shareholders will be allowed to vote on the Cuscaden Peak scheme only if they turn down the Keppel offer at the now-delayed Keppel scheme meeting.
SPH's independent directors have recognised the Cuscaden Peak offer as superior to Keppel's and have made a preliminary recommendation - subject to the opinion of the IFA - for SPH shareholders to vote against the Keppel scheme.
Keppel has said its final consideration of $2.351 per SPH share as at Nov 9 represents a 57 per cent premium to SPH's undisturbed trading price on March 30. Keppel's final offer values SPH, excluding its media business, at $3.8 billion.
Cuscaden Peak is offering each SPH shareholder the option of an all-cash offer of $2.36, or $2.40 per share comprising $1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH. Its offer values SPH at $3.9 billion.
The Cuscaden Peak consortium is backed by businessman Ong Beng Seng's Hotel Properties and two Temasek-linked entities - CLA Real Estate and Mapletree Investments.
Both suitors have now waived their rights to walk away from their offers in the event of a material adverse effect to provide SPH shareholders with "greater transaction certainty".
Dropping the material adverse effects clause eliminates the risk of either Keppel or Cuscaden walking away should SPH's financial condition worsen.