KUALA LUMPUR (Jan 24): A consortium led by Khazanah Nasional Bhd has received valid acceptances of 1.548 billion shares or 92.82% of the total number of issued shares in Malaysia Airports Holdings Bhd (KL:AIRPORT) on its conditional voluntary offer for shares of the airport operator, better known as MAHB.
The latest acceptance level was at 5pm on Jan 24, MAHB told Bursa Malaysia in a filing on Friday.
Notably, the current acceptance level is now higher than the revised acceptance conditions of at least 85% made by the Khazanah-led consortium on Monday (Jan 20).
At that time, the consortium had only secured acceptance of 86.51%, below the rate of 90% required for the offer to become valid, following several extensions.
Besides Khazanah, the consortium, dubbed Gateway Development Alliance (GDA), also comprises the Employees Provident Fund (EPF), Abu Dhabi Investment Authority (ADIA) and Global Infrastructure Partners (GIP).
Despite surpassing the acceptance level, GDA will only determine if the offer has become unconditional on Jan 28 after 5pm, AmInvestment Bank said on behalf of the consortium.
The offer will remain open for acceptance until 5pm on Feb 4. The original deadline was on Jan 8, under the takeover launched in May last year.
“The joint offerors shall keep the offer open for acceptances for at least 14 days from the unconditional date, which in any event, shall not be later than the 74th day from the posting date,” it said.
The consortium reiterated that it does not plan to maintain MAHB’s listing on the Main Market of Bursa Malaysia after the takeover offer is completed.
“Should the offer become unconditional and the joint offerors and the joint ultimate offerors collectively hold more than 90% of MAHB shares, Bursa Securities will suspend the trading of the securities of MAHB immediately upon the expiry of five market days from the closing date of the offer,” it added.
As part of the takeover offer, GDA is offering RM11 per share to acquire all the remaining 1.12 billion MAHB shares not already held by them, representing a 67.01% stake in the company. This values the airport operator at RM18.4 billion or nearly 38 times its earnings in 2023.
The offer price of RM11 per share is six sen or 0.55% higher than MAHB's closing price of RM10.94 on Friday, with a market capitalisation of RM18.25 billion. The stock has gained over 40% in the past year.
Under the proposal, Khazanah’s effective stake in MAHB will rise to 40% from 33.2%, while EPF’s will jump to 30% from 7.9%. ADIA and GIP will hold the remaining 30%. The Malaysian government will also retain its special share rights in MAHB.
All five independent directors of MAHB have advised shareholders to reject the deal, arguing that the offer undervalues the airport operator.
Meanwhile, 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.
In response, GDA said it is maintaining its offer of RM11 per share, citing that the airport has experienced prolonged underperformance, both operationally and financially, among others.