KUALA LUMPUR (Mar 4): The mandatory general offer (MGO) by JAG Capital Holdings Bhd to takeover KUB Malaysia Bhd at 60 sen per share has turned unconditional after the offeror received enough valid acceptances that pushed its stake in KUB past 50% — to 56.75%.
JAG is controlled by Minister of Plantation Industries and Commodities Datuk Seri Johari Abdul Ghani, who holds 98.75% in the company.
In a statement, Maybank Investment Bank, on behalf of JAG, said the MGO for the remaining shares shall remain open for acceptances for another 14 days until March 18, 2024.
"Holders who wish to accept the offer are advised to refer to the offer document for the details, terms and conditions of the offer and the procedures for acceptance of the offer.
"Holders are also advised to carefully consider the independent advice circular dated Feb 8, 2024 before making any decision," Maybank said in a press release.
To recap, independent adviser Inter-Pacific Securities Sdn Bhd in a circular note dated Feb 8, 2024 recommended shareholders to reject the MGO as it deemed the offer to be "not fair and not reasonable".
Inter-Pacific said that the offer price of 60 sen per share was unfair, as it represented a discount of between 68 sen (53.13%) and 73 sen (54.89%) over the estimated value of each KUB share — derived using the sum-of-parts valuation (SOPV) methodology — that ranged from RM1.28 to RM1.33, before completion of the takeover.
It also represented a discount of between 47 sen (43.94%) and 75 sen (55.56%), compared to the estimated value per KUB share of RM1.07 after the takeover.
JAG triggered the MGO for KUB on Jan 9 this year after buying 1.79 million KUB shares in the open market, which raised its shareholding in the listed entity to 33.28%.
The offer follows a proposal to inject JAG’s 86.65% stake in cables and wire manufacturer Central Cables Bhd (CCB) into KUB in exchange for KUB preference shares, valued at RM119.42 million.
JAG does not intend to keep KUB’s listing status if it secures 90% of all KUB shares, but would keep KUB listed if it secures between 75% and 90%.
Shares in KUB traded up 0.5 sen or 0.88% to close at 57 sen on Monday, valuing the group at RM320.02 million.