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Sias calls on Fincantieri to up bid to privatise Vard (Amended)
THE Securities Investors Association (Singapore), or Sias, said before trading closed on Thursday it has asked Italian shipbuilding group Fincantieri to consider revising its offer to take its Singapore-listed subsidiary private.
Sias flagged concerns raised by minority shareholders over Fincantieri's offer price, which at S$0.24 per share compared unfavourably with Vard's net asset value per share of S$0.36. At S$0.24, the offer is also priced at a fraction of the S$1.20 per share price Fincantieri paid for to first acquire its majority stake in its Singapore-listed subsidiary, which was then known as STX OSV.
Sias noted that although the report from the independent financial adviser, KPMG, has deemed the offer fair and reasonable as it is above the price of the share trading over the past one year, minority shareholders feel there is room for improvement.
"Minority shareholders are not happy with the offer; they feel the offer came at a time when the share price was improving," Sias said.
Sias also noted concerns raised over the reduction in the threshold from 90 per cent to over 50 per cent to turn Fincantieri's offer unconditional.
Fincantieri in a Jan 13 disclosure declared its offer unconditional after obtaining the required consent from the Securities Industry Council to lower the acceptance level.
But minority shareholders were then extended an eight-day window to withdraw their acceptance on the lowering of the acceptance level.
Consequentially, the market was abuzz with talk that many shareholders who had previously tendered their shares may withdraw as the stock was trading above Fincantieri's offer price.
Sias also said minority shareholders have expressed concern over the current debt levels of Vard.
In view of the above concerns on the part of Vard's minority shareholders, Fincantieri's offer is unlikely to succeed unless the offer price is revised, the investor watchdog said.
Amendment Note: The Jan 13 SGX disclosure on the lowering of acceptance level was issued by Fincantieri, not Vard Holdings, as indicated in the previous version of this article.