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LTC Corporation offer 'fair and reasonable': independent adviser

THE financial terms of the voluntary conditional cash offer for LTC Corporation are, on balance, fair and reasonable, independent financial adviser Asian Corporate Advisors said.

Independent directors (IDs) of the mainboard-listed company have also agreed with the assessment.

On Monday, LTC Corporation, which engages in property rental and development, as well as steel trading in Singapore and Malaysia, announced in a circular that the IDs recommend that shareholders accept the offer.

On Feb 9, it was announced that a group of LTC Corporation's controlling shareholders from the Cheng family plans to make a voluntary conditional cash offer of S$0.925 per share for all ordinary shares of the company.

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At that price, the offer from their bid vehicle Mountbatten Enterprises is more than the highest closing price of LTC Corporation shares since January 1998 and also represents a premium of 44.5 per cent over the stock's last close of S$0.64 on Feb 8.

The offer price also represents a premium of approximately 46.1 per cent, 45.4 per cent, 44.1 per cent and 49.4 per cent above one-month, three-month, six-month and 12-month volume-weighted average prices respectively, LTC Corporation said in a filing with the Singapore Exchange then.

Mountbatten had already secured irrevocable undertakings for approximately 48.54 per cent of LTC Corporation's total number of issued shares.

Mountbatten is the bid vehicle of LTC Corporation's controlling shareholders - LTC Corporation managing director Cheng Yong Liang and his brothers Cheng Yong Kim, Cheng Yong Kwang and Cheng Yoong Choong - along with Lion Investment (Singapore) and Lion Realty.

Lion Investment and Lion Realty are family investment vehicles, majority owned by the Cheng brothers.

While the offer price is final, Mounbatten may revise the offer if a competitive situation arises, LTC Corporation said.

It said Mountbatten believes the offer presents an opportunity for LTC Corporation's minority shareholders to realise the value of their investment in cash and to exit a thinly-traded counter at an attractive premium.

The proposed takeover is conditional on Mountbatten receiving acceptances which would result in it or its concert parties holding at least 90 per cent of the issued shares at the close of the offer.

Mountbatten also reserves the right to reduce the 90 per cent acceptance condition to a lower level which is more than 50 per cent of the total number of issued shares, LTC Corporation added.