KUALA LUMPUR (June 29): Ajinomoto (Malaysia) Bhd (KL:AJI) has appointed Maybank Investment Bank Bhd as principal adviser for the proposed privatisation by its Japanese parent, Ajinomoto Co Inc while RHB Investment Bank Bhd has been named as the independent adviser for minority shareholders.
In a Bursa Malaysia filing on Monday, the seasoning and food products manufacturer said RHB Investment Bank will advise the board, excluding interested directors Daisaku Wadami, Taishi Akiyama and Akihiko Nozaki, as well as the company's disinterested shareholders on the proposed deal in accordance with the Rules on Take-overs, Mergers and Compulsory Acquisitions.
The appointments come a week after Japan's Ajinomoto Co Inc, which owns a 50.38% stake or 30.63 million shares in Ajinomoto (Malaysia), proposed taking the Malaysian company private at RM20 per share through a selective capital reduction (SCR) and repayment exercise.
The offer represents a 31.6% premium to the stock's last traded price of RM15.20 before the proposal was announced on June 22.
Under the proposal, Ajinomoto Co will pay RM603.4 million to acquire and cancel the 30.17 million shares held by minority shareholders through the SCR exercise. As at June 22, Ajinomoto (Malaysia) had an issued share capital of RM65.1 million comprising 60.8 million shares.
To facilitate the exercise, the company will first undertake a bonus issue of 571.1 million shares, although these shares will neither be credited to shareholders nor listed on Bursa Malaysia. The subsequent SCR will cancel all shares held by minority shareholders together with the bonus shares.
The proposal requires the approval of at least 75% of votes cast by disinterested shareholders at a meeting, with votes against the resolution not exceeding 10% of the voting rights held by disinterested shareholders, in addition to other regulatory approvals.
Ajinomoto (Malaysia)'s shares surged 25% to RM19 on June 23, the first trading day after the privatisation proposal was announced. The stock closed at RM18.80 on Monday, giving the company a market capitalisation of RM1.14 billion.