KUALA LUMPUR (Jan 9): Public Bank Bhd's (KL:PBBANK) conditional mandatory takeover offer for the remaining shares of insurer LPI Capital Bhd (KL:LPI) that it does not own has lapsed, as it did not secure sufficient acceptances by the close of the offer on Thursday.
Public Bank and its persons acting in concert (PACs) held a total of 197.48 million LPI Capital shares at the close of the offer at 5pm — representing about 49.57% of LPI's total issued shares — an increase of a mere 31,100 additional shares (0.01%) from the 49.56% it held when it posted the offer on Dec 19, 2024, according to a statement issued by Public Investment Bank Bhd (PIBB) on behalf of Public Bank.
However, as the offer did not receive enough acceptances to push Public Bank and its PACs' holdings above the 50% threshold required for the offer to succeed, the acceptance condition was not met, causing the offer to lapse. When the mandatory takeover offer was made, Public Bank had said it would retain the listing status of LPI Capital.
“Accordingly, all acceptances shall be returned to the accepting holders, and the offeror will thereafter cease to be bound by any such prior acceptances of the offer,” said Public Bank in the statement.
The takeover offer was triggered in October, when Public Bank bought over the 175.9 million shares representing a 44.15% stake in LPI Capital that was held by the family of the bank's late founder, Tan Sri Teh Hong Piow, for RM1.72 billion, cash — equivalent to RM9.80 per share.
As the acquisition gave Public Bank and its PACs control of more than 33% of the shares in LPI Capital, Public Bank was obliged to make the MGO, as provided by listing rules.
The offer price of RM9.80 per share values LPI at 1.71 times its book value and 12.41 times its 2023 earnings. It also represents a discount of 25% to LPI’s last price of RM13 before the stock was suspended from trading for the announcement.
Those deemed PACs for the MGO include Public Bank managing director and CEO Tan Sri Dr Tay Ah Lek, Tay’s wife Puan Sri Pang Lik Liam @ Cecilia, Tay’s vehicle Lek Holdings Sdn Bhd, director Lee Chin Guan, Lee’s siblings Lee Su San and Lee Su Ching, the brother of director Tham Chai Fhong — Tham Quek Nyap, and Public Bank Group Officers’ Retirement Benefits Fund, according to the PIBB's statement.
Teh, who passed away in 2022, founded Public Bank as well as LPI Capital.
Shares in Public Bank closed one sen or 0.2% lower at RM4.44 on Thursday, valuing the bank at RM86.18 billion. LPI Capital ended six sen or 0.5% lower at RM12.58, giving the insurer a market capitalisation of RM5.01 billion.