SPH and SPH REIT request trading halt before court hearing on Cuscaden Peak offer

A game over PacMan videogame screen. Photo by Sigmund on UnsplashA game over PacMan videogame screen. Photo by Sigmund on Unsplash

Singapore Press Holdings (SPH) and SPH REIT have requested trading halts Thursday, with the Singapore court hearing to sanction Cuscaden Peak‘s bid to acquire SPH set for Friday. 

The court hearing will bring to a close a dramatic takeover battle as Keppel Corp.’s bid for SPH, which had seemed all but a done deal, was upended by Cuscaden Peak’s eleventh hour offer. 

Earlier this month, Cuscaden Peak’s proposed acquisition and the proposed distribution-in-specie (DIS) by SPH of SPH REIT units were approved by a large majority of SPH shareholders at an extraordinary general meeting (EGM). 

The last trading date for SPH shares is expected to be 7 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 has said previously. If shareholders don’t submit a preference, they will received the cash-and-units consideration.

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. 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.

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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