SPH shareholders vote in favour of Cuscaden takeover offer

SHAREHOLDERS of Singapore Press Holdings (SPH) have voted in favour of the takeover offer from consortium Cuscaden Peak.

At a virtual scheme meeting on Tuesday (Mar 22), about 89.2 per cent of 2,728 shareholders, gave the green light for the takeover.

The total shares represented by all the votes received account for about 31.4 per cent of SPH's share capital of 1.62 billion shares.

Majority also voted yes to the proposed distribution in specie of SPH Reit (real estate investment trust) units under the Cuscaden scheme at the extraordinary general meeting.

Cuscaden is a consortium backed by Hotel Properties (HPL), businessman Ong Beng Seng, and 2 Temasek-linked entities CLA and Mapletree.

The consortium offered 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.

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SPH said in a press statement on Tuesday that it will proceed to apply to the court to sanction the Cuscaden scheme on or around Apr 5.

Following the court sanction, shareholders will be asked to elect their preferred consideration option - either the all-cash consideration or the cash and SPH Reit units consideration. 

The election period is expected to take place from Apr 14-26 and shareholders can expect to receive payment from the consideration they have opted for by around May 11. SPH is expected to be delisted on May 13.

A mandatory general offer for SPH Reit will be triggered if Cuscaden owns more than 30 per cent of SPH Reit. (see Amendment note)

The offer will be priced at S$0.964 in cash per SPH Reit unit.

Keppel and Cuscaden were in a long-running battle to take SPH private.

Cuscaden's revised offer came after Keppel tabled a final offer - which was also a revision of an earlier offer - of 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.

Earlier in February, Keppel filed a notice of arbitration to start arbitration proceedings against SPH, after the latter said it terminated its implementation agreement with Keppel, as not all the scheme conditions had been met when the cut-off date lapsed.

READ MORE:

• Keppel vs Cuscaden: A timeline of key events for the battle over SPH's assets

• The SPH Journey: A timeline of key events since SGX listing

• BT Explains: Why is Ong Beng Seng interested in SPH?

• BT Explains: Keppel's counter offer for SPH

• BT Explains: Keppel's bid to take SPH private

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

Amendment note: An earlier version of the story stated that the mandatory general offer for SPH Reit will be triggered if 30 per cent or more shareholders elect for the all-cash consideration. It could in fact be triggered at a lower threshold.