Vard's IFA explains decisions in Fincantieri's delisting bid

CIMB Bank, which is advising on the bid by Fincantieri to delist shipbuilder Vard Holdings, said yesterday it had dropped Falcon Energy's 2015 takeover of CH Offshore from the list of precedent transactions as Falcon Energy does not build ships "and is therefore less comparable" with Vard.

"We wish to highlight that the exclusion of the (CH Offshore) takeover does not have any impact on our opinion... that the exit offer is not fair but reasonable," it added, saying that the mean and median price-to-net asset value ratios of precedent transactions were still below the ratio implied in the Vard exit offer price.

CIMB had drawn flak for certain inaccuracies in the original independent financial adviser (IFA) letter, which accompanied a circular on April 13, but raised more eyebrows over comments in the updated July 9 version.

CIMB also said it used share prices prior to Vard's previous offer announcement date in 2016 as a benchmark, because Fincantieri made "significant purchases of shares" between the close of that offer and the last trading day. Those purchases "provided support for the price of the shares during the said period", in the IFA's opinion.

CIMB also wanted to highlight that the market price premium implied by the exit offer price was "significantly lower" than in the precedent takeovers, which was a factor that led it to judge the exit offer to be "not fair".

Fincantieri is offering 25 cents for every share in Vard that it does not already own, in a bid to take the company private.

A version of this article appeared in the print edition of The Straits Times on July 19, 2018, with the headline 'Vard's IFA explains decisions in Fincantieri's delisting bid'. Print Edition | Subscribe