SPH shareholders vote in favour of Cuscaden takeover offer

Singapore

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

At a virtual meeting on Tuesday (Mar 22), 89.19 per cent of shareholders present and voting by proxy representing 96.55 per cent of the share value gave the green light for the Cuscaden scheme.

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.

An overwhelming 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 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.

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 the Reit.

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.

SPH and SPH Reit called for trading halts on Monday.

Trading of SPH shares is expected to be suspended on Apr 8 and will remain suspended until the company delists.