http://www.theedgemalaysia.com/highlights/194456-no-mandatory-go-for-eao.html

KUALA LUMPUR: Sime Darby Bhd will not be required to extend a mandatory general offer (MGO) for property developer Eastern & Oriental Bhd (E&O) following the plantation conglomerate’s acquisition of a 30% stake in the latter in late August.

The Securities Commission (SC), in a letter to the conglomerate dated yesterday, said it found no collusion between Sime Darby and E&O’s managing director Datuk Terry Tham Ka Hon with regard to the deal.

“It is the SC’s findings that Sime Darby and Datuk Terry Tham Ka Hon are not parties acting in concert, and as such, a mandatory offer obligation would not arise,” said Sime Darby in a statement to the local bourse.

The SC also issued a statement, saying: “In the course of the review, the parties involved in the transaction were interviewed and relevant documents procured. The review included an assessment of possible concert party relations between and amongst the parties involved.”

“Having analysed all the evidence gathered, it is the SC’s finding that the acquisition of the 30% equity interest in E&O by Sime Darby had not given rise to a mandatory offer obligation under the Malaysian Code on Takeovers and Mergers 2010.”

E&O had been in the spotlight since Sept 9 when Sime Darby bought RM766 million worth of E&O shares from three vendors — Tham, Tan Sri Wan Azmi Hamzah and GK Goh Holdings of Singapore.

A major surprise was the pricing of the shares, at RM2.30 each, a huge 59% premium to E&O’s share price at the time the deal was announced.

Shareholders at the E&O AGM on Sept 30 had rejected ECM Libra's attempt to nominate two directors to the board.

Many had suggested that Sime Darby should be forced to undertake an MGO for the remaining E&O shares it did not own as together with the three shareholders that sold the 30% block, they held around a 41% stake.

Tham had disposed of a 12.2% stake, which left him holding 5.15%, Wan Azmi pared his stake to 2.9% after disposing 9.1% while GK Goh Holdings Ltd sold 9.5%, cutting its stake to 3.5%.

Sime Darby and the three individuals have vehemently denied acting in concert. However, it did nothing to silence the critics, finally prompting the SC to launch an investigation.

Among the shareholders of E&O that would have been disappointed by the SC’s decision would be ECM Libra Financial Group Bhd.

The investment banking group had acquired a 5.12% stake in E&O in May this year, and had continued to raise its shareholding in the property developer even after the Sime Darby purchase was announced.

ECM Libra has since built its stake to 6.62% after the recent acquisition of two million shares on Sept 29-30, making it the second largest shareholder in E&O after Sime Darby.

It also recently attempted to nominate two directors to the board of E&O, but this was rejected by the latter’s shareholders on Sept 30.

On the other hand, the SC’s decision would be a relief for Sime Darby, whose share price fell sharply after the deal and in the ensuing market selloff.

Investors had feared that an MGO will turn out to be a costly exercise for Sime Darby.

The acquisition of the remaining 70% of E&O at RM2.30 per share would have cost Sime Darby an additional RM1.8 billion, on top of the RM766 million earlier paid for the 30% block.

It is uncertain however, as to whether the SC’s decision will put an end to market talk over the controversial deal.

In its statement, Sime Darby also said, “The SC’s finding is without prejudice to a review of the decision should new facts arise in relation to the matter and the commission’s rights to take appropriate action provided under the securities laws as a consequence of such a review.”

Both Sime Darby and E&O had their counters suspended for the morning session before resuming trade in the afternoon.

Sime Darby gained 10 sen to close at RM8.50 on volume of 6.82 million shares while E&O closed unchanged at RM1.36 with 6.05 million shares traded.

E&O’s shares are trading near their one-month lows, while Sime Darby’s shares have rebounded 11% from their one-month lows, reflecting expectations that an MGO was highly unlikely.

This article appeared in The Edge Financial Daily, Ocotber 12, 2011.