Haiyi Treasure, an entity controlled by Celine and Gordon Tang, has offered to take property developer and investor SingHaiyi Group private at S$0.117 a share, according to a filing to SGX Tuesday.
The offer price is a premium of around 8.3 percent over Monday’s closing price, and an around 19.4 percent premium over the 12-month volume weight average price, the filing said, adding it also is a premium of 5.4 percent over the highest closing price in the past three years.
“The offer represents a unique cash exit opportunity for shareholders to liquidate and realise their entire investment at a premium to the prevailing market prices and free of brokerage costs, being an option which may not otherwise be readily available due to the low trading liquidity of the offer shares,” the filing said.
The deal is conditional on obtaining acceptances of the bid by at least 90 percent of SingHaiyi’s outstanding shares, the threshold at which Haiyi Treasure can compulsorily acquire the remaining shares from any holdouts. However, Haiyi Treasure said it was reserving the right to lower the threshold for the deal turning unconditional and extending the offer period.
Major shareholders Haiyi Holdings, Acquire Wealth and Senz Holding have agreed to accept the offer, representing a total of around 3.30 billion SingHaiyi shares, or an around 78.37 percent stake, the filing said.
Haiyi Holdings, which holds around 70.34 percent of SingHaiyi, is owned by Celine and Gordon Tang, with Gordon Tang holding the controlling interest. Gordon Tang also holds 70 percent of Acquire Wealth, according to SingHaiyi’s 2021 annual report; Acquire Wealth holds around 5.22 percent of SingHaiyi. Senz Holding has an around 2.81 percent stake in SingHaiyi.
Neil Bush, son of former U.S. President George H.W. Bush and brother of former U.S. President George W. Bush, is chairman and non-executive non-independent director of SingHaiyi. Neil Bush is deemed to have a 5.22 percent interest in SingHaiyi via his holding in New Palace Developments, according to the annual report. Those shares do not appear to be part of the agreement to accept the takeover offer.
Haiyi Treasure said it is planning to delist the company to gain more flexibility to manage the business and facilitate operational changes, as well as to avoid the compliance costs of the listing status.
Haiyi Treasure is a holding company owned 30:70 respectively by married couple Celine Tang, also known as Chen Huaidan, and Gordon Tang, also known as Tang Yigang. Celine Tang is group managing director, and executive non-independent director of SingHaiyi, the filing said.
SingHaiyi is a property developer and investor of residential and commercial properties, mainly in Singapore, the U.S. and Malaysia. According to its 2021 annual report, SingHaiyi also holds a 1.63 percent stake in Australia-listed Cromwell Property Group.
UOB was appointed as the sole financial advisor to Haiyi Treasure.