SINGAPORE - TCC Assets, the family company of Thai whiskey magnate Charoen Sirivadhanabhakdi, yesterday extended for the fourth time a deadline for its S$8.8 billion bid for full control of the Singapore property, publishing and food and beverage conglomerate Fraser & Neave.
The closing date for the S$8.88 a share bid now falls on Jan 2, a day before a higher bid of S$9.08 per share by Overseas Union Enterprise (OUE) - controlled by Indonesia's Riady family - is due to expire.
Under Singapore's Code on Takeovers and Mergers, an offer normally has to be finalised within 60 days of the initial offer, which in TCC's case was Sept 13.
But the Securities Industry Council has the authority to grant an extension in special circumstances, such as when a competing bid is made, and it has been about one and a half months since OUE made its rival bid.
What surprised many market observers was that there was no attempt by the Thais to better OUE's offer, thereby making it unlikely that any other F&N shareholder will sell his stake to TCC.
TCC, together with its listed vehicle Thai Beverage, is F&N's largest shareholder with a 35.68-per-cent stake, inclusive of 2.02 per cent in acceptances that becomes ownership only after the 50-per-cent mark is achieved.
"What's the point of extending the deadline without upping the OUE offer? And how will OUE respond to the extension?" asked an exasperated shareholder, who said both offers were inadequate.
Many think the bid for F&N has to be at least S$9.50 a share before new acceptances come in.
The independent advisers to F&N's board have found TCC's offer "not compelling, though fair".
Nomura Securities analyst Lim Jit Soon, who has a target price of S$10.48 on F&N, thinks that OUE could bid as high as S$9.88 a share.
Japanese beer maker Kirin Holdings, which has a 14.8-per-cent stake in F&N, has agreed to tender its shares to OUE, which is largely focused on office and hotel ownership and development. Kirin has also offered to buy over F&N's food and beverage business for S$2.7 billion should the Riadys succeed.
Article above taken from TODAYonline. Article by Conrad Raj
Showing posts with label Fraser and Neave. Show all posts
Showing posts with label Fraser and Neave. Show all posts
Wednesday, December 12, 2012
Thursday, September 27, 2012
F&N shareholders : Latest statement by Mr Charoen
Mr Charoen declared that him and his entities, will vote against the capital reduction scheme proposed.
This will leave shareholders in the company at the whim of Mr Charoen, if he successfully get his 50%.
His actions will likely aggravate Kirin and other shareholders and potentially open up the board members to other proposal ie from Coca cola. However, as time passes, the chances of a suitor/bidder emerging seems to diminish. Unless of course the board actively looks out for a white knight.
Again I must say, the board have been punched left right and centre. Its high time they become more proactive and help safekeep the interest of the minority shareholders.
This will leave shareholders in the company at the whim of Mr Charoen, if he successfully get his 50%.
His actions will likely aggravate Kirin and other shareholders and potentially open up the board members to other proposal ie from Coca cola. However, as time passes, the chances of a suitor/bidder emerging seems to diminish. Unless of course the board actively looks out for a white knight.
Again I must say, the board have been punched left right and centre. Its high time they become more proactive and help safekeep the interest of the minority shareholders.
Saturday, September 22, 2012
Charoen bids for Fraser and Neave F&N
So Mr Charoen finally shows his hands. For weeks now he has held his cards close to his chest and the final outcome was a bid for F&N at $8.88, pulling in Heineken to not make a counter offer for F&N.
The question now will be, will there be any other surprise bidder for F&N minus APB?
To me it seems like, Heineken has gotten what it wanted and is happy with it. Mr Charoen seems to be getting the game to go his way. But I wonder how will the board of Directors at F&N feel. They must feel like a silly bunch going round and round and not knowing what is happening. If Mr Charoen does get his hands on F&N, it will be a very good deal. If you strip out the crown jewel APB, the rest of the assets are at a discount of roughly 30%. To me, Kirin would seem a natural buyer if they can expand their balance sheet.
Right now, Mr Charoen through his affiliated entities are holding slightly more than 30% of F&N's shares. The only other shareholder with a large enough stake is Kirin with 14.7%. Mr Charoen has made his mandatory takeover offer just conditional upon 50% of acceptance including the stake they already have. So this translates to roughly just another 20% acceptance. Not much risk there.
At this stage given the time constrain, it would be highly likely that Mr Charoen gets what he wants. Now the one yet to show their hand are Kirin.
Finally, another point worth mentioning is that if APB is sold to Heineken, Mr Charoen would be definitely pushing for the cash to remain in F&N instead of a distribution back to shareholders. This would give him more cash to play with as he eyes potential takeovers and expansion plans.
The question now will be, will there be any other surprise bidder for F&N minus APB?
To me it seems like, Heineken has gotten what it wanted and is happy with it. Mr Charoen seems to be getting the game to go his way. But I wonder how will the board of Directors at F&N feel. They must feel like a silly bunch going round and round and not knowing what is happening. If Mr Charoen does get his hands on F&N, it will be a very good deal. If you strip out the crown jewel APB, the rest of the assets are at a discount of roughly 30%. To me, Kirin would seem a natural buyer if they can expand their balance sheet.
Right now, Mr Charoen through his affiliated entities are holding slightly more than 30% of F&N's shares. The only other shareholder with a large enough stake is Kirin with 14.7%. Mr Charoen has made his mandatory takeover offer just conditional upon 50% of acceptance including the stake they already have. So this translates to roughly just another 20% acceptance. Not much risk there.
At this stage given the time constrain, it would be highly likely that Mr Charoen gets what he wants. Now the one yet to show their hand are Kirin.
Finally, another point worth mentioning is that if APB is sold to Heineken, Mr Charoen would be definitely pushing for the cash to remain in F&N instead of a distribution back to shareholders. This would give him more cash to play with as he eyes potential takeovers and expansion plans.
Monday, August 20, 2012
Heineken's final $53 offer.
Well it seems that Heineken has shown their hands now. There is also a minuscule break fee of US47 million. (Not that it matters in this case) The final act depends on Thai Bev.
Lets do a rewind and start from the beginning.
ThaiBev bought a 22.2% of F&N for $8.88 and 8.6% of APB for $45.
This translates to an investment of roughly S$2.8 billion for the F&N Stake. Thai Beverage has continued to buy in the open markets another 4% of the stock and it cost them roughly another S$500 million. Total investment is S$3.3 billion.
For the APB stake, it was bought by the son in-law of Mr Charoen, for the 8.6% it cost them roughly S$1 billion. If they flip it to Heineken now, they will net a profit of roughly a cool S$170 million. That is like a 17% return.
However in the grand scheme of things, they have invested up to S$4.3 billion till now. Will they cash out now on APB for a 17% return for 4 months ( have to hold it till deal completion by end of the year)? Why did they increase their stakes in F&N these pass few weeks?
The Charoen's initially took out S$1 billion to buy the stakes ( + S$2.8 billion loan facility). They have since invested another $500 million into F&N shares. So their total investment is $1.5 billion cash + $2.8 billion loan. By agreeing to Heineken's latest deal, F&N will get about S$5.5 billion. That equates to roughly $3.80 per share and S$1.4 billion for Thai Beverage's stake of 26.2% if a special dividend is paid out. Mr Charoen's son in law will also get back S$1.17 billion.
In this case they will both get back roughly S$2.57 billion. This means they will have an additional cash of S$1 billion (the loan facility of S$2.8 billion remains without change). Seems like a good deal. If the Charoens have the money to take over APB, it would have put in an offer for all APB shares. Instead they have proven that they are just there to be a "major" nuisance in building up a minority presence.
I would believe Heineken's offer would be accepted unless of course Mr Charoen continues in bulding up his stake in F&N.
Lets do a rewind and start from the beginning.
ThaiBev bought a 22.2% of F&N for $8.88 and 8.6% of APB for $45.
This translates to an investment of roughly S$2.8 billion for the F&N Stake. Thai Beverage has continued to buy in the open markets another 4% of the stock and it cost them roughly another S$500 million. Total investment is S$3.3 billion.
For the APB stake, it was bought by the son in-law of Mr Charoen, for the 8.6% it cost them roughly S$1 billion. If they flip it to Heineken now, they will net a profit of roughly a cool S$170 million. That is like a 17% return.
However in the grand scheme of things, they have invested up to S$4.3 billion till now. Will they cash out now on APB for a 17% return for 4 months ( have to hold it till deal completion by end of the year)? Why did they increase their stakes in F&N these pass few weeks?
The Charoen's initially took out S$1 billion to buy the stakes ( + S$2.8 billion loan facility). They have since invested another $500 million into F&N shares. So their total investment is $1.5 billion cash + $2.8 billion loan. By agreeing to Heineken's latest deal, F&N will get about S$5.5 billion. That equates to roughly $3.80 per share and S$1.4 billion for Thai Beverage's stake of 26.2% if a special dividend is paid out. Mr Charoen's son in law will also get back S$1.17 billion.
In this case they will both get back roughly S$2.57 billion. This means they will have an additional cash of S$1 billion (the loan facility of S$2.8 billion remains without change). Seems like a good deal. If the Charoens have the money to take over APB, it would have put in an offer for all APB shares. Instead they have proven that they are just there to be a "major" nuisance in building up a minority presence.
I would believe Heineken's offer would be accepted unless of course Mr Charoen continues in bulding up his stake in F&N.
Tuesday, August 7, 2012
Thai Bev bids $55 for 7.3% of Asia Pacific Breweries
Thai Bev has made an unsolicited bid for 7.3% of APB's shares. It will be interesting to see what follows. As presumed, Thai Bev would make it harder for Heineken to buy APB, but the question is will Thai Bev be able to take over APB fully or are they just looking to build a blocking stake looking for a better bid.
To me it seems like the latter is possibly. Or possibly they want to protect their interest as they have just spend a fortune buying over the F&N stake from OCBC and company. But will Heineken bite?
It definitely looks more interesting now as Thai Bev have shown their hands. I would want to think Heineken wouldnt walk away so fast, thus there should be 1 bid left by Heineken. Lets see where this opens tomorrow.
To me it seems like the latter is possibly. Or possibly they want to protect their interest as they have just spend a fortune buying over the F&N stake from OCBC and company. But will Heineken bite?
It definitely looks more interesting now as Thai Bev have shown their hands. I would want to think Heineken wouldnt walk away so fast, thus there should be 1 bid left by Heineken. Lets see where this opens tomorrow.
Thursday, August 2, 2012
APB, Thai Beverage, Heineken, F&N, Coca- Cola and Kirin
Seems like this is a complicated one. The dateline is on 3rd Aug for F&N to reply to Heineken's offer for the 40% stake in APB.
First of all, it started when OCBC, Great Eastern and Lee Rubber decided to sell its stakes in F&N (22%) amd APB(8.6%) to Thai billionaire Charoen Sirivadhanabhakdi. Obviously this does not rest well with Heineken.
Heineken has no obvious interest in the other parts of F&N save the brewery side and has made an offer of $50 for F&N's stake in APB. The offer is not conditional upon any due diligence or financing. Just subjected to the Boards recommendation to shareholders, shareholder approval and regulatory approval (if any). The offer will be extended to the APB minority shareholders as well. Currently F&N owns 40% of APB and Heineken owns 42%.
To complicate matters, Kirin Holdings (2503.T) owns 14.7% of F&N. and Mr Charoen is currently amassing shares in F&N raising his stake to 24.1% (as of 31st July 2012). This translates to roughly 40% of voting shares in F&N. I have not seen any Japanese firms giving up on overseas assets especially as growth is slowing down in Japan and where Kirin is involved, they are more likely to acquire than divest. Mr Charoen has made his decision obvious by trying to amass more shares in F&N to make sure they do not divest their stakes in APB.
Rumours are also flying that maybe Coca-cola will make a bid for the soft drink assets of F&N.
However as I look at this, I am not confident Heineken will get their hands on APB so easily. I am abit sceptical when there are cornerstone investors like Kirin, whom will not likely want to change status quo, and Mr Charoen, who just got his hands on F&N and APB shares. Unless a deal is done where these players can roll their interest into the new company, very likely nothing will happen.
I was actually tempted to short APB but have kept myself out of this. Lets see the verdict tomorrow.
First of all, it started when OCBC, Great Eastern and Lee Rubber decided to sell its stakes in F&N (22%) amd APB(8.6%) to Thai billionaire Charoen Sirivadhanabhakdi. Obviously this does not rest well with Heineken.
Heineken has no obvious interest in the other parts of F&N save the brewery side and has made an offer of $50 for F&N's stake in APB. The offer is not conditional upon any due diligence or financing. Just subjected to the Boards recommendation to shareholders, shareholder approval and regulatory approval (if any). The offer will be extended to the APB minority shareholders as well. Currently F&N owns 40% of APB and Heineken owns 42%.
To complicate matters, Kirin Holdings (2503.T) owns 14.7% of F&N. and Mr Charoen is currently amassing shares in F&N raising his stake to 24.1% (as of 31st July 2012). This translates to roughly 40% of voting shares in F&N. I have not seen any Japanese firms giving up on overseas assets especially as growth is slowing down in Japan and where Kirin is involved, they are more likely to acquire than divest. Mr Charoen has made his decision obvious by trying to amass more shares in F&N to make sure they do not divest their stakes in APB.
Rumours are also flying that maybe Coca-cola will make a bid for the soft drink assets of F&N.
However as I look at this, I am not confident Heineken will get their hands on APB so easily. I am abit sceptical when there are cornerstone investors like Kirin, whom will not likely want to change status quo, and Mr Charoen, who just got his hands on F&N and APB shares. Unless a deal is done where these players can roll their interest into the new company, very likely nothing will happen.
I was actually tempted to short APB but have kept myself out of this. Lets see the verdict tomorrow.
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