Cuscaden says scheme should 'proceed expeditiously' if SPH shareholders vote against Keppel deal

THE 8-week restriction clause imposed by Keppel BN4 does not apply if either Keppel or Singapore Press Holdings (SPH) T39 s : T39 0%hareholders vote against the former's proposed acquisition at the relevant extraordinary general meetings.

This is also the case if Keppel exercises its switch option where the group makes a voluntary cash offer for SPH, Cuscaden Peak said on Friday (Nov 26) in response to questions from the Securities Investors Association (Singapore) (Sias).

In its announcement, the consortium - comprising Hotel Properties (HPL), CLA Real Estate Holdings and Mapletree Investments - said its proposed scheme meeting "should be able to proceed expeditiously" without the 8-week restriction should any of the abovementioned events take place.

It added that SPH shareholders should therefore vote against the Keppel scheme for Cuscaden Peak's competing offer to be brought forward.

"Cuscaden is committed to achieving successful completion of the Cuscaden scheme and will continue to work closely with SPH towards the convening of the Cuscaden scheme meeting as soon as circumstances allow, in the interests of SPH shareholders," stated the consortium.

The 8-week restriction comes as part of SPH's implementation agreement with Keppel, which prevents the former's shareholders from taking any action to hold alternative scheme meetings within 8 weeks from the date of Keppel's scheme meeting.

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HPL group executive director Christopher Lim, one of the backers of Cuscaden, on Nov 21 said the consortium viewed this restriction as "against the interests of SPH shareholders".

Lim also stated that Cuscaden remained on track for an indicative transaction completion by Feb 2022, pending clearance from the Foreign Investment Review Board of Australia.

SPH, which publishes The Business Times, views Cuscaden's revised offer of S$2.40 a share as superior to Keppel's. The latest offer comprises S$1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH.

The group has called for shareholders to vote down Keppel's proposal, which entails 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.

READ MORE: 

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

• Keppel says offer for SPH firm and irrevocable, provides shortest time to pay-out

• Battle for SPH: Cuscaden wants both scheme meetings to be held at same time

• BT Explains: Why SPH shareholders who want Cuscaden's offer need to vote at both scheme meetings

• BT Explains: The fine print on the SPH privatisation deal