SINGAPORE – Shareholders of Singapore Press Holdings (SPH) will have to wait longer before they can vote on Keppel Corporation’s final offer.
SPH’s board said that “as a result of a delay arising solely from a specified event”, the Keppel scheme meeting will be held after Dec 8.
Originally, based on an agreement between SPH and Keppel, the Keppel scheme meeting was to be held no later than Dec 8. However, the agreement allowed for a delay arising solely from a “specified event”, SPH said in an exchange filing on Wednesday night (Nov 24).
Such a “specified event” comprises obtaining the requisite approvals from regulators such as the Securities Industry Council and the Singapore Exchange, or finalisation of the independent financial adviser’s (IFA) opinion, the company said.
It will inform shareholders of the new date for the Keppel scheme meeting in due course, SPH added.
Keppel and a rival consortium, Cuscaden Peak, are locked in a bidding war for SPH, with both sides seeking to do so via a scheme of arrangement.
SPH’s independent directors have recognised the Cuscaden Peak offer as superior to Keppel’s and have made a preliminary recommendation – subject to the opinion of the IFA – for SPH shareholders to vote against the Keppel scheme.
But, under the supplemental letter signed on Nov 9 as part of Keppel’s revised offer, SPH cannot take any action to hold an alternative scheme meeting within eight weeks from the date of the Keppel scheme meeting – though this can be waived if shareholders vote against the Keppel scheme.
So SPH shareholders will be allowed to vote on the Cuscaden Peak scheme only if they turn down the Keppel offer at the now-delayed Keppel scheme meeting.
Cuscaden Peak has said that both scheme meetings should be held at the same time for SPH shareholders to decide.
Cuscaden Peak last week countered Keppel’s offer of $2.351 per SPH share with a sweetened bid of up to $2.40 per SPH share.
The Cuscaden Peak offer comes in two options: $1.602 cash and 0.782 of an SPH Reit (real estate investment trust) unit through a distribution in-specie; or an all-cash option of $2.36 per share.
Keppel’s final offer of $2.351 comprises 86.8 cents per SPH share plus 0.596 of a Keppel Reit unit and 0.782 of an SPH Reit unit.
SPH shares were trading unchanged at $2.35 as at 9.35am on Thursday, after the announcement.