SPH to hold scheme meeting on Mar 22 to vote on Cuscaden takeover offer
SINGAPORE Press Holdings (SPH) T39 : T39 0% on Monday (Feb 28) said it will hold a scheme meeting on Mar 22, 2022, to vote on the takeover offer from consortium Cuscaden Peak.
This comes after the company said the court has made an order granting it leave to convene the Cuscaden scheme meeting, and to withdraw the application to convene the scheme meeting in relation to the Keppel scheme.
Keppel and Cuscaden - which is a consortium backed by Hotel Properties (HPL), businessman Ong Beng Seng, and 2 Temasek-linked entities, CLA and Mapletree - have been in a long-running battle to take SPH private.
In a bourse filing, SPH said it will first hold an extraordinary general meeting (EGM) to vote on the proposed distribution in specie of SPH Reit (real estate investment trust) units under the Cuscaden scheme.
A scheme meeting will then be held for shareholders to vote on the Cuscaden scheme. Both the EGM and scheme meeting will be held through electronic means.
SPH also noted that the Singapore Exchange has no objections to the company's application to delist from the bourse upon the Cuscaden scheme becoming effective and binding.
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Cuscaden is offering 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.
This 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 had also 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.
Cuscaden's spokesperson Christopher Lim, who is also group executive director of HPL, urged shareholders to fill up and submit their proxy forms to ensure that their votes are accounted for. He noted that as the 2 resolutions are inter-conditional, if either resolution is not approved, the Cuscaden scheme will not proceed.
SPH will hold a virtual information session on Mar 8 prior to the EGM and scheme meeting to address all substantial and relevant questions received. Shareholders who wish to raise questions should do so by Mar 5 to have them answered at the session, or by Mar 16 to have them answered before the EGM or the scheme meeting.
Shares of SPH closed flat at S$2.32 on Friday.
READ MORE: Keppel vs Cuscaden: A timeline of key events for the battle over SPH's assets
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