SPH shareholders approve takeover by Cuscaden Peak

Singapore 50 dollar bill

Shareholders of Singapore Press Holdings (SPH) have approved the Cuscaden Peak’s proposed acquisition of the company at an extraordinary general meeting (EGM) Tuesday, the company said in a filing to SGX. 

Around 89 percent of the shareholders voting, representing 96.55 percent of the value of shares voted at the EGM were in favor of Cuscaden Peak’s plan to take SPH private, the filing said.

The distribution-in-specie (DIS) by SPH of SPH REIT units was also approved at the EGM by 94.25 percent of the total votes, the company said. 

“With the strong mandate by shareholders, the company will proceed to apply to the court for sanction of the Cuscaden scheme,” SPH said, adding that was expected on or around 5 April. 

Once the court gives its approval, shareholders will be asked to choose their preferred consideration option — whether all cash or a mix of cash and shares — by 26 April, SPH said. If shareholders don’t submit a preference, they will received the cash-and-units consideration, the filing said.

Cuscaden Peak’s bid — which values SPH at around S$3.9 billion — will give shareholders the choice of either S$2.40 a share, including S$1.602 in cash and 0.782 SPH REIT unit valued at S$0.798 each, or an all-cash offer of S$2.36, based on unit price at the time the offer was made. 

Cuscaden Peak will be required to make a mandatory general offer (MGO) for SPH REIT if it ends up holding more than 30 percent of the REIT after the offer is completed, the filing said. 

If shareholders holding more than around 79 percent of SPH shares opt for the cash-and-units consideration, Cuscaden won’t need to make an MGO, the filing said. Otherwise, the minimum offer price for SPH REIT would be S$0.964 a unit, compared with the last traded price of S$0.96, the filing said. 

If an MGO is made — likely after 28 April — SPH REIT may be taken private if enough unitholders accept the offer, SPH said.

SPH and SPH REIT have requested the trading halt on their shares be lifted.

Who is Cuscaden Peak?

The consortium bidding against Keppel, called Cuscaden Peak, includes Tiga Stars, a wholly owned subsidiary of tycoon Ong Beng Seng’s Hotel Properties, and Adenium, which is a wholly owned subsidiary of Temasek portfolio company CLA Real Estate Holdings, as well as Mapletree Investments‘ indirect wholly owned subsidiary Mapletree Fortress. Mapletree Investments is wholly owned by Singapore state-owned investment company Temasek.

Cuscaden Peak is 40 percent owned by Tiga Stars, 30 percent by Adenium and 30 percent by Mapletree Fortress. Tiga Stars is 70 percent owned by Hotel Properties, with the remainder held by Como Holdings, which is ultimately owned by Ong Beng Seng, who is the controlling shareholder of Singapore-listed Hotel Properties. Adenium is wholly owned by CLA Real Estate Holdings, which is an independently managed portfolio company of Temasek.


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