Cuscaden Peak gets regulatory approval from MAS, IMDA for SPH bid

Published Sun, Nov 21, 2021 · 08:41 PM

CUSCADEN Peak, a group backed by Hotel Properties (HPL) H15, property magnate Ong Beng Seng and 2 Temasek-linked units CLA and Mapletree, has secured most of the regulatory approvals needed for its takeover offer for Singapore Press Holdings (SPH) T39, : T39 0%further cementing its advantage in a bidding contest for the media company's property assets.

The group on Sunday (Nov 21) said it received regulatory approvals from the Monetary Authority of Singapore (MAS) and the Info-Communications Media Development Authority (IMDA). It will still need to get clearance from the Foreign Investment Review Board (FIRB) of Australia.

"We remain on track for an indicative transaction completion by February 2022," said Christopher Lim, group executive director of HPL, one of the backers of Cuscaden Peak.

He added: "Unfortunately, SPH is restricted by its Implementation Agreement with Keppel BN4 : BN4 0% from taking any action to hold the Cuscaden Scheme Meeting within 8 weeks from the date of the Keppel Scheme Meeting. Cuscaden views this restriction as against the interests of SPH shareholders."

The green light from regulators widens Cuscaden's edge over its rival Keppel Corp, which is refusing to budge on its offer. Keppel earlier said it had obtained requisite regulatory approvals from the FIRB of Australia and MAS, giving it an advantage.

"Even if a competing offeror is able to obtain the requisite approvals, it would take some time," a spokesperson said then.

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Under the terms of the latest offer on Nov 15, Cuscaden is willing to pay S$2.40 a share for SPH, comprising S$1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH. Shareholders can also opt to take an all-cash option of S$2.36 per share.

That is up from an earlier offer of S$2.10 a share in cash, to compete with Keppel's initial bid of S$2.099 in cash and units of both Keppel Reit and SPH Reit. If successful, a deal would costs Cuscaden S$3.9 billion.

SPH, which publishes The Business Times, has said Cuscaden's offer is superior and has called for shareholders to vote down Keppel's proposal.

Keppel is offering up to S$2.351 per share, consisting of S$0.868 per share in cash, 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit unit. It said the offer is final and irrevocable.

Shares of SPH closed at S$2.370 on Friday (Nov 19), down S$0.01 or 0.42 per cent.

HPL closed flat at S$3.350, while Keppel shares fell S$0.01 or 0.19 per cent to close at S$5.340 on Friday, before Cuscaden's latest announcement.

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