‘Popiah King’ Sam Goi makes $123.5 million offer to buy rest of PSC

SINGAPORE – Local tycoon Sam Goi has made a mandatory offer to buy the remaining shares of PSC Corp that he does not already own at 40 cents apiece. This comes after he spent $25.2 million on 63 million shares to raise his stake to 43.38 per cent.

Mr Goi is the executive chairman of PSC, a fast-moving consumer goods manufacturer and distributor. He has been steadily buying shares in the company over the past few years.

Dubbed “Popiah King”, he is also the executive chairman of Tee Yih Jia, the world’s largest producer of spring roll pastry, also known as popiah skins.

His offer for PSC represents a premium of 7.8 per cent over the stock’s volume-weighted average price of 37.1 cents in the past one-month period, according to a bourse filing by UOB Kay Hian on his behalf.

Given that PSC has a paid-up share capital of $177.3 million comprising 545.3 million shares, Mr Goi’s offer would amount to $123.5 million, according to calculations made by The Business Times.

The offer comes after Mr Goi purchased 63 million shares in PSC from Sin Huat Company on July 10 also at 40 cents apiece.

Sin Huat’s shares, which represent an 11.55 per cent stake in PSC, brought Mr Goi’s total holding to 43.38 per cent.

This acquisition, which will bring the number of shares he owns in the company to 236.5 million, will be completed on July 11 by way of a married deal.

The latest purchase triggered a rule in the Singapore Code on Take-overs and Mergers whereby anyone who holds more than 30 per cent but not exceeding 50 per cent of the voting rights of a company is required to make a mandatory general offer for all the shares in the company which the person does not already own.

The offer price will not be cut or adjusted for the final dividend of 1.3 cents a share for the financial year ended Dec 31, 2024. This was paid out on June 18.

According to the filing, Mr Goi does not intend to “actively pursue” the delisting of PSC from the mainboard, although he intends to exercise his right to compulsorily acquire all the offer shares not acquired once he hits the 90 per cent threshold.

He would then proceed to delist PSC from the bourse.

UOB Kay Hian said Mr Goi’s offer presents existing shareholders with a “clean cash exit opportunity to realise their entire investment”, without incurring brokerage and other trading costs.

In laying out the rationale of the offer, the filing also notes that the trading volume of PSC shares has been low – at a daily average of around 183,790 shares in the previous month.

The number dropped to 76,287 for the past 12 months.

UOB Kay Hian also noted that PSC faces a challenging business environment in Singapore and its other key markets, owing to tariff uncertainties and geopolitical tensions.

Adverse weather conditions have also impacted commodity prices and production costs for PSC and its subsidiaries, it noted.

PSC shares fell 2.4 per cent, or one cent, to close at 40 cents before the announcement on July 10.

UOB Kay Hian also stated in the filing that there is a possible chain offer for mainboard-listed Tat Seng Packaging Group, in which PSC owns a controlling stake.

It said Mr Goi will need to make a mandatory unconditional cash offer for Tat Seng if his offer for PSC becomes unconditional, or if he acquires statutory control of PSC, under what is known as a chain offer condition.

PSC holds 100.5 million of Tat Seng’s ordinary shares, or a stake of around 63.95 per cent. Mr Goi owns 409,700 shares, or about 0.26 per cent.

If and when a chain offer for Tat Seng is made, the price shall be 89.9 cents a share.