Cuscaden waives walk-away right from SPH bid; gains final regulatory approval

CUSCADEN Peak has waived its rights to walk away from its bid for Singapore Press Holdings T39 in the event of a material adverse effect (MAE) to provide SPH shareholders with "greater transaction certainty".

The consortium comprising Hotel Properties (HPL), CLA Real Estate Holdings and Mapletree Investments also announced on Thursday night (Dec 2) that it has received the requisite regulatory approval from the Foreign Investment Review Board in Australia, which represents the final outstanding approval needed.

With all approvals received and the waiver of the MAE condition, the Cuscaden scheme "now delivers higher transaction certainty" compared to the Keppel Corporation BN4 scheme which still requires approval from Keppel's shareholders, said Christopher Lim, HPL executive director and spokesperson for Cuscaden.

"Cuscaden has worked hard to deliver this superior offer which now has greater transaction certainty. There is no additional shareholders' approval required by Cuscaden, and the success of the Cuscaden scheme is now in SPH shareholders' hands," said Lim.

This comes a few days after Keppel noted that, based on market precedents, it is not common for an offeror with a MAE condition to waive it before shareholders have decided on the offer.

Cuscaden is offering each SPH shareholder the option of an all-cash offer of S$2.36, or S$2.40 per share comprising S$1.602 cash and 0.782 of an SPH Reit unit through a distribution-in-specie by SPH.

Keppel said its final consideration of S$2.351 per SPH share as at Nov 9 represents a 57 per cent premium to SPH's undisturbed trading price on Mar 30.

SPH shares closed down S$0.01 or 0.4 per cent to S$2.33 on Thursday.