KUALA LUMPUR (June 28): Shareholders of GHL Systems Bhd (KL:GHLSYS) should accept the takeover offer from Japanese information technology and consulting company NTT Data Corp, the independent adviser said.
The offer of RM1.08 per share is “fair and reasonable”, Affin Hwang Investment Bank concluded in a circular to minority shareholders. The offer is fair due to the premium on valuation based on enterprise multiple and historical market prices, Affin noted.
NTT Data’s offer is also reasonable due to the relatively lower liquidity, absence of counter offer, and the delisting plan of GHL, Affin said. "Holders who do not accept the offer may risk holding unlisted GHL shares with no ready market for dealings in unlisted securities," the adviser cautioned.
Last month, NTT Data Corp announced that it had bought a 58.73% stake in GHL for RM724.08 million and triggered a mandatory general offer to acquire all the remaining shares it does not already own.
NTT Data said it does not intend to maintain the listing status of GHL and will withdraw the company’s listing if it manages to get more than 90% of the shares.
NTT Data is a subsidiary of Nippon Telegraph and Telephone Corp, the Japanese telecommunications giant also known as NTT. In May, NTT Data signed an agreement to buy a 38.58% stake in GHL from UK private equity firm Actis and another 10.04% from Apis Partners.
Actis invested in GHL since 2017 while Apis, another private equity firm based in London, has been a shareholder since 2018. NTT Data also bought 4.77% in GHL from its current vice chairman Loh Wee Hian and 5.34% from Tobikiri Capital Ltd also controlled by Loh.
GHL shares last traded at RM1.07 on Friday, giving it a market capitalisation of RM1.22 billion.