KUALA LUMPUR (Nov 16): Sime Darby Bhd has obtained shareholders’ approval to buy a 61.18% stake in UMW Holdings Bhd for RM3.57 billion cash from Permodalan Nasional Bhd (PNB), and make a mandatory general offer (MGO) to acquire the remaining 38.82% stake for RM2.27 billion or RM5 per share.
At Thursday's extraordinary general meeting, 1,159 shareholders with 1.78 billion shares voted in favour of the deal, while 100 shareholders with 5.56 million shares voted against, according to Sime Darby’s disclosure to Bursa Malaysia.
This means shareholders who participated in the voting represented 26% of Sime Darby’s total share capital of 6.82 billion shares.
With PNB and the Employees Provident Fund (EPF) — who together account for a 62.8% stake in Sime Darby — abstaining from voting, non-interest shareholders who collectively account for the remaining 37.2% stake or 2.54 billion shares were the key determinants on whether to proceed with the transaction.
PNB owns a 5.11% stake in Sime Darby and is deemed to have a 37.73% interest via Amanah Saham Bumiputera, as well as a collective 4.37% shareholdings through its other unit trust funds, including Amanah Saham Malaysia 2 — Wawasan, Amanah Saham Malaysia and Amanah Saham Malaysia 3.
After PNB and EPF, Kumpulan Wang Persaraan Diperbadankan (KWAP) is the third largest shareholder in Sime Darby with a 7.71% stake or 525.68 million shares.
The other shareholders, according to Bloomberg data, include Vanguard Group Inc (2.26% stake), BlackRock Inc (1.68%) and State Street Corp (1.16%).
The poll on Thursday came after Bursa Malaysia rejected EPF’s request for a waiver from being categorising as “persons connected” with PNB and allowing the provident fund to vote in the EGM.
Based on the outcome of the EGM, assuming EPF were to vote against the deal, its 15.55% stake or 1.06 billion shares in Sime Darby is unlikely to have swung the results of the EGM resolution, which requires a simple majority to pass. However, it is unclear what EPF’s stand on the deal is.
In UMW, EPF is the second largest shareholder with a 10.3% stake, followed by KWAP with a 9.1% shareholding.
In a statement, Sime Darby said that after obtaining shareholders’ approval, it is confident of fulfilling all conditions for the deal.
“The support shows that shareholders share our vision in growing our automotive presence in Malaysia. We appreciate our shareholders' trust and confidence and are committed to continue delivering value for them,” said Sime Darby group chief executive officer Datuk Jeffri Salim Davidson.
Sime Darby expects to complete the acquisition from PNB by the end of this month, and close the MGO in February next year.
Shares of Sime Darby closed unchanged at RM2.40 on Thursday, giving the group a market capitalisation of RM16.36 billion. UMW settled four sen or 0.8% higher at RM4.92, valuing the group at RM5.75 billion.