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Cuscaden ups offer for SPH to $2.40 per share, enters into implementation agreement with SPH

Felicia Tan
Felicia Tan • 3 min read
Cuscaden ups offer for SPH to $2.40 per share, enters into implementation agreement with SPH
The new offer values SPH at $3.9 billion, and is superior to Keppel’s revised scheme consideration of $2.351 per share.
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Cuscaden Peak has raised its offer for Singapore Press Holdings (SPH) to $2.40 per share, 14.3% higher than its original offer of $2.10 made on Oct 29.

Both parties have entered into an implementation agreement to privatise SPH via a scheme of arrangement.

The scheme consideration will provide SPH shareholders with either a total of $2.40 per share including units in SPH REIT, or $2.36 in cash.

The total of $2.40 per share comprises $1.602 of cash per share and 0.782 SPH REIT units valued at 79.8 cents per share through a distribution-in-specie by SPH.

The new offer values SPH at $3.9 billion, and is superior to Keppel’s revised scheme consideration of $2.351 per share.

It also provides a materially higher proportion of cash.

See also: Mohamed Salleh and family make privatisation bid of shares in Second Chance with unconditional cash offer of 30 cents

SPH’s independent directors have preliminarily recommended its shareholders to vote against the Keppel scheme and in favour of the Cuscaden scheme barring the absence of a superior competing offer.

The media group will proceed to hold the Keppel scheme meeting for its shareholders to vote on the Keppel scheme on Dec 8.

On Nov 10, Keppel raised its offer for SPH to $2.351 per share. The offer was considered “final” and “irrevocable”.

See also: OCBC explains rationale behind offer price of $25.60 for GEH shares

The break fee is only payable to Keppel if the Cuscaden scheme is effective or goes unconditional. The scheme consideration by Cuscaden is not subject to the approval by shareholders of its consortium members. The company has also waived the material adverse effect condition.

The Cuscaden scheme remains subject to approval by SPH shareholders.

“We present a superior revised offer by Cuscaden for shareholders to consider. We started the strategic review process with the goal to unlock value for all SPH shareholders. This offer represents a substantial premium of 60.0% over the undisturbed price as at March 30 before the announcement of the strategic review,” says SPH CEO Ng Yat Chung.

Cuscaden Peak is a company formed by a consortium comprising Tiga Stars, Adenium and Mapletree Fortress.

Tiga Stars, Adenium and Mapletree Fortress are subsidiaries of Hotel Properties, CLA Real Estate Holdings and Mapletree Investments respectively.

They each hold respective stakes of 40%, 30% and 30% in the consortium.

CLA is an independently managed portfolio company of Temasek Holdings.

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Tiga Stars is also partly owned by businessman Ong Beng Seng.

Shares in SPH closed 2 cents higher or 0.87% up at $2.33 on Nov 12.

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