JARDINE STRATEGIC OFFER

Offer price for Jardine Strategic will not be raised: Jardine Matheson

Tay Peck Gek
Published Mon, Mar 29, 2021 · 09:50 PM

Singapore

JARDINE Matheson Holdings does not intend to raise its offer price of US$33 per share for the approximately 15 per cent of Jardine Strategic Holdings (JSH) that it does not already own, the conglomerate told The Business Times.

Despite its offer price being criticised for being too low, and some shareholders considering legal action in Bermuda to have the stock appraised, Jardine Matheson Holdings (JMH) insists that US$33 is "fair value" as both the Jardine Strategic Transaction Committee and Jardine Matheson have been "rigorous" in their assessments.

A Jardine Matheson spokesperson said: "We remain firmly of the view that JMH has offered fair value for the JSH shares. If appraisal rights were to be exercised in the Bermuda court, the court will rigorously examine the question of fair value, taking account of all relevant factors. Shareholders will have seen the factors taken into account by the Jardine Strategic Transaction Committee (set out in the circular) which demonstrate it adopted a similarly rigorous approach before concluding that the JMH offer is fair.

"JMH undertook its own comprehensive analysis before making its offer. In such circumstances, while we are hopeful that lengthy, costly court proceedings will not prove to be necessary, we are confident that the robustness of the processes which have been undertaken and the fairness of the acquisition price will be vindicated in any proceedings."

The price represents a 20.2 per cent premium to the closing price of US$27.45 on March 5, the last trading day before the buyout was announced, as well as at a 29 per cent and 40.3 per cent premium to the volume-weighted average closing price per share over the one-month and six-month period respectively ended March 5.

United First Partners' head of Asian research Justin Tang has spearheaded an initiative to seek appraisal of Jardine Strategic's fair value in Bermuda, rallying individual dissenting shareholders to join his institutional clients in the legal proceedings. He told BT that there are two to three family offices holding US$15 million in total shareholding that have indicated interest to challenge the US$33 offer price - more than 40 per cent below net asset value.

Around the time when the initiative was announced on March 18, Jardine Strategic's share price started to rise past the offer price and hit a high of US$34.25 on March 23. It declined by 0.39 per cent to US$33.14 at Monday close.

The Securities Investors Association (Singapore), which is arranging for individual shareholders of Jardine Strategic to connect with Mr Tang, said dissenting shareholders need to convert their shares from The Central Depository, or CDP, into certificated form before they will be able to enforce their legal rights, and they have to do this by 5pm on March 30.

Dissenters can register on this platform by 5pm on March 30: http://bit.ly/3bUMR7u