KUALA LUMPUR (Jan 23): The Securities Commission Malaysia (SC) has issued a statement to give the assurance that it is closely monitoring recent takeover activities in the Malaysian market to ensure compliance with relevant regulations, and to safeguard the integrity of the capital market, citing recent interest in such matters.
While the statement did not make reference to any specific cases, it comes amid significant public interest and scrutiny in the takeover of Malaysia Airports Holdings Bhd or MAHB (KL:AIRPORT) by a consortium led by Khazanah Nasional Bhd. Other members of the consortium are the Employees Provident Fund (EPF), Abu Dhabi Investment Authority (ADIA), and Global Infrastructure Partners (GIP).
"As the country’s capital market regulator, the SC is entrusted with ensuring all transactions within our jurisdiction comply with relevant rules and regulations, including the Malaysian Code on Take-overs and Mergers, and the Rules on Take-overs, Mergers and Compulsory Acquisitions.
"In any takeover offer, the SC focuses on ensuring compliance with the Code’s and the Rule's requirements, particularly with regard to the timely and adequate disclosure of information to the shareholders. This is to ensure that shareholders have sufficient information to make informed decisions on takeover offers," the SC added.
On Wednesday, the Khazanah-led consortium had issued a separate statement to refute any suggestion that the privatisation effort had been undertaken in anything other than full compliance with the SC's rules. The consortium clarified that the latest revision of the acceptance condition to at least 85% from 90% previously was "lawfully permitted pursuant to Note 7 to Paragraph 6.01 of the SC rules".
The revision came as the consortium had only secured acceptance of 86.51%, below the rate of 90% required for the offer to become valid, following several extensions.
The deadline to accept the offer was also extended to Feb 4 from Jan 24. The original deadline was Jan 8, under the takeover launched in May last year.
Notably, the proposed takeover has faced criticism from opposition politicians due to New York-based GIP’s link to asset management giant BlackRock, which has been accused of involvement in the Israel-Palestinian conflict. BlackRock was then in the midst of purchasing GIP and completed the acquisition in October.
If the takeover goes through, the consortium will then delist MAHB. Khazanah will be the single largest shareholder, with a 40% stake in the consortium, while the EPF will hold 30%. GIP and ADIA together will have an effective 30% stake in MAHB through a joint venture.
All five independent directors of MAHB have advised shareholders to reject the deal, arguing that the offer undervalues the airport operator.
However, Hong Leong Investment Bank, acting as an independent adviser, recommended shareholders to accept the offer, citing MAHB’s long-standing depressed share price, even though the offer was below its valuation range of RM12.61 to RM13.71 per share.