SPH gets rival offer from Hotel Properties, Ong Beng Seng, Temasek units CLA and Mapletree

Shares of SPH, which publishes The Straits Times and The Business Times, closed at $1.99 on Oct 28. ST PHOTO: GIN TAY

SINGAPORE (THE BUSINESS TIMES) - A consortium comprising Hotel Properties Ltd (HPL), businessman Ong Beng Seng, and two Temasek-linked entities, CLA and Mapletree, are proposing to acquire Singapore Press Holdings (SPH) at $2.10 per share in cash.

In an announcement on Friday (Oct 29) before the market opened, the consortium said it had on Thursday submitted to the SPH board an offer for all the shares of SPH via a scheme of arrangement.

The consortium vehicle, Cuscaden Peak, is 40 per cent held by a HPL unit called Tiga Stars, 30 per cent by Temasek unit CLA Real Estate Holdings and 30 per cent by the Mapletree group. Property group Mapletree is also a Temasek-linked entity.

CLA owns property group CapitaLand, real estate assets in Australia and investments in the life sciences sector. It is the majority owner of CapitaLand Investments.

Tiga Stars is 70 per cent owned by HPL and 30 per cent owned by Como Holdings. The latter is beneficially owned by Mr Ong, who is also the managing director and deemed controlling shareholder of HPL.

The new offer for SPH is conditional, among other things, on the completion of the the company's demerger of its media business, which was approved by its shareholders last month.

The offer price proposed by Cuscaden is slightly higher than what has been offered by Keppel Corp, another Temasek-linked entity.

Keppel said on Friday morning that it is reviewing the matter and will make an announcement at the appropriate time.

SPH said later in the afternoon that its board is considering the Cuscaden offer and "will act in the best interests of all shareholders". It highlighted that the proposal is not a firm offer by Cuscaden and that no definitive or binding agreement has been entered into.

SPH had in August received a privatisation offer from Keppel at S$2.099 per share. This offer comprises cash of $0.668 per share, 0.596 Keppel Reit unit (valued at $0.715) and 0.782 SPH Reit unit (valued at $0.716) per share. It is also to take place via a scheme of arrangement.

The Keppel deal also includes a break fee of $34 million payable by SPH if a superior competing offer emerges that the independent directors deem more favourable for shareholders.

Keppel also has the option, in the event a competing offer emerges, to make a voluntary conditional cash offer for SPH in lieu of proceeding with the acquisition by way of the scheme.

Cuscaden said its proposed consideration will not be reduced or adjusted for the break fee, nor for SPH's dividend of three cents per share for the financial year ended Aug 31.

The Cuscaden proposal is also subject to SPH accepting and finalising the terms of the scheme with Cuscaden and entering into definitive agreements to effect the scheme. There is currently no legally binding agreement between SPH and Cuscaden.

Shares of SPH, which publishes The Straits Times and The Business Times, closed at $1.99 on Thursday. They were halted for trading on Friday morning.

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