Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

There is a recent history here. <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> had, after somewhat lackluster results in some of its divisions and spreading itself a bit thin in others, and losing money in the media division decided this spring to restructure itself by spinning out the media business (<a href="https://www.smartkarma.com/insights/singapore-press-own-time-own-target-restructuring-lor-come-i-clap-for-you" target="_blank" data-smartkarma-citation="insights:51141" rel="noopener">Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)</a>).After that was announced, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> had the bright idea it would like to take over the real estate business for itself, and on 2 August they announced a deal which seemed more in Keppel's interest than SPH Shareholders' interests (<a href="https://www.smartkarma.com/insights/alamak-sph-restructuring-restructured-as-keppel-bo-jios-sph-holders" target="_blank" data-smartkarma-citation="insights:55370" rel="noopener">Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders</a>). The Keppel Consideration was some cash, a distribution of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> from SPH, and a <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> units - not far from one-third each. Six weeks later <a href="https://www.smartkarma.com/insights/sph-shareholders-approve-spinoff-there-s-still-a-spread-to-earn" target="_blank" data-smartkarma-citation="insights:57504" rel="noopener">SPH Shareholders approved the spinoff but there was still a spread to earn</a>.On October 29, when the Keppel Consideration was trading at S$2.09 per SPH share while the shares were trading at S$1.99/share, a new entity called Cuscaden Peak Pte. Limited, backed by Hotel Properties Limited, Capitaland, and Mapletree Investments - two Temasek-backed entities - came out and proposed a bid of S$2.10/share in cash plus the S$0.03 dividend to come, topping the Scheme Consideration in the <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> Offer. <a href="https://www.smartkarma.com/insights/sph-lobang-holders-so-shiok-bidders-so-kiasu-this-may-not-be-the-end" target="_blank" data-smartkarma-citation="insights:59725" rel="noopener">SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End.</a>The same day Keppel said it would think about how to respond. The shares bounced, and traded "through terms" with Keppel's terms jumping as some arbitrageurs bought back their REIT baskets. In the last and a followup <a href="https://www.smartkarma.com/insights/sph-update-keppel-sph-reit-chain-offer-and-cuscaden-strategy" target="_blank" data-smartkarma-citation="insights:59962" rel="noopener">SPH Update: Keppel, SPH REIT Chain Offer, and Cuscaden Strategy</a> I suggested Keppel needed to up the cash component to clearly win this deal. This morning, Keppel did - raising the cash component by S$0.20/share, making the value at yesterday's close equivalent to S$2.35 per SPH share. Keppel was not lepaking!So swee!<section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/240/739/original/Screenshot+2021-11-10+at+7.27.01+AM.png?1636501815" class="editor-image img-responsive" data-smartkarma-image-id="240739"></figure></section>S$2.35 is higher than the old Keppel Offer Consideration had ever traded, and is considerably more attractive to SPH shareholders. They should feel less bo jio'd. I think the entry of Cuscaden has served its purpose. This should be done, but should Cuscaden want to do so, it now has its work cut out for it.

There is a recent history here. Singapore Press Holdings (SPH SP) had, after somewhat lackluster results in some of its divisions and spreading itself a bit thin in others, and losing money in the media division decided this spring to restructure itself by spinning out the media business (Singapore Press Own Time Own Target Restructuring Lor... (Come I Clap For You)).After that was announced, Keppel Corp (KEP SP) had the bright idea it would like to take over the real estate business for itself, and on 2 August they announced a deal which seemed more in Keppel's interest than SPH Shareholders' interests (Alamak! SPH Restructuring Restructured as Keppel Bo Jios SPH Holders). The Keppel Consideration was some cash, a distribution of SPH REIT (SPHREIT SP) from SPH, and a Keppel REIT (KREIT SP) units - not far from one-third each. Six weeks later SPH Shareholders approved the spinoff but there was still a spread to earn.On October 29, when the Keppel Consideration was trading at S$2.09 per SPH share while the shares were trading at S$1.99/share, a new entity called Cuscaden Peak Pte. Limited, backed by Hotel Properties Limited, Capitaland, and Mapletree Investments - two Temasek-backed entities - came out and proposed a bid of S$2.10/share in cash plus the S$0.03 dividend to come, topping the Scheme Consideration in the Keppel Corp (KEP SP) Offer. SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End.The same day Keppel said it would think about how to respond. The shares bounced, and traded "through terms" with Keppel's terms jumping as some arbitrageurs bought back their REIT baskets. In the last and a followup SPH Update: Keppel, SPH REIT Chain Offer, and Cuscaden Strategy I suggested Keppel needed to up the cash component to clearly win this deal. This morning, Keppel did - raising the cash component by S$0.20/share, making the value at yesterday's close equivalent to S$2.35 per SPH share. Keppel was not lepaking!So swee!S$2.35 is higher than the old Keppel Offer Consideration had ever traded, and is considerably more attractive to SPH shareholders. They should feel less bo jio'd. I think the entry of Cuscaden has served its purpose. This should be done, but should Cuscaden want to do so, it now has its work cut out for it. 

Huat Ah! SPH Holders So Shiok, Keppel (So Kiasu!) Adds 20 Cents - Swee!

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

<div>On 30 March, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> announced that it was undergoing a strategic review to consider options for its various businesses. On 6 May, the company announced that it would be transferring its media business to a not-for-profit entity.</div><div>
Then, on 2 August, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> announced that it was proposing to acquire <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> ex the media business and then delist and privatise SPH. Under the terms of the Scheme, for each share of <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> held, shareholders will receive cash of S$0.668, 0.596 units of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and 0.782 units of <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, valuing SPH at S$2.0987/share. With a large part of the value tied to other listed stocks, the amount that SPH shareholders would receive kept moving around.
On 29 October, Cuscaden Peak proposed to acquire <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> in an all cash deal at S$2.10/share. That compared to a price of S$1.99/share for SPH at the close on 28 October and an equivalent value of S$2.0861/share from the Keppel offer.
On 1 November, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> closed at S$2.12/share, higher than the Cuscaden offer. But with the rally (and short covering) in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, the S$2.12/share price was a discount to the value of S$2.1548/share from the Keppel deal.
Last evening, just before the stroke of midnight, <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> announced that it was making a compelling final offer of S$2.351/share for <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a>, 12% higher than the initial offer and the result of a S$0.2/share increase in the cash consideration. The S$2.351/share value could move lower on a drop in <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, but is likely to remain higher than the Cuscaden offer. The revised scheme consideration will not be adjusted by the S$0.03/share final dividend.
We do not see Cuscaden increasing their cash offer to match the Keppel offer. Even if they do, an increase in the stock prices of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> could take the value of the Keppel offer even higher.
</div>

On 30 March, Singapore Press Holdings (SPH SP) announced that it was undergoing a strategic review to consider options for its various businesses. On 6 May, the company announced that it would be transferring its media business to a not-for-profit entity.
Then, on 2 August, Keppel Corp (KEP SP) announced that it was proposing to acquire Singapore Press Holdings (SPH SP) ex the media business and then delist and privatise SPH. Under the terms of the Scheme, for each share of Singapore Press Holdings (SPH SP) held, shareholders will receive cash of S$0.668, 0.596 units of Keppel REIT (KREIT SP) and 0.782 units of SPH REIT (SPHREIT SP), valuing SPH at S$2.0987/share. With a large part of the value tied to other listed stocks, the amount that SPH shareholders would receive kept moving around.
On 29 October, Cuscaden Peak proposed to acquire Singapore Press Holdings (SPH SP) in an all cash deal at S$2.10/share. That compared to a price of S$1.99/share for SPH at the close on 28 October and an equivalent value of S$2.0861/share from the Keppel offer.
On 1 November, Singapore Press Holdings (SPH SP) closed at S$2.12/share, higher than the Cuscaden offer. But with the rally (and short covering) in Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), the S$2.12/share price was a discount to the value of S$2.1548/share from the Keppel deal.
Last evening, just before the stroke of midnight, Keppel Corp (KEP SP) announced that it was making a compelling final offer of S$2.351/share for Singapore Press Holdings (SPH SP), 12% higher than the initial offer and the result of a S$0.2/share increase in the cash consideration. The S$2.351/share value could move lower on a drop in Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), but is likely to remain higher than the Cuscaden offer. The revised scheme consideration will not be adjusted by the S$0.03/share final dividend.
We do not see Cuscaden increasing their cash offer to match the Keppel offer. Even if they do, an increase in the stock prices of Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP) could take the value of the Keppel offer even higher.


Singapore Press Holdings (SPH SP) - Keppel Back in Pole Position

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> announced a final and improved privatisation offer from <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a>. Keppel’s final offer bumps up the cash consideration 30% from S$0.668 cash per SPH share to S$0.868 cash per SPH share while keeping unchanged 0.596 <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> units per SPH share along with SPH distributing-in-specie 0.782 <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> units per SPH share. Based on the last close price of Keppel REIT and SPH REIT, the total consideration is S$2.351 per SPH share, which is a 12.0% premium to the previous Keppel offer of S$2.099 per SPH share and a 12.0% premium to Cuscaden’s offer of S$2.10 cash per SPH share.As discussed in <a href="https://www.smartkarma.com/insights/sph-s-rival-offer-from-cuscaden" target="_blank" data-smartkarma-citation="insights:59774" rel="noopener">SPH’s Rival Offer from Cuscaden</a>, on 29 October, SPH received a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share. Since the announcement, SPH has facilitated due diligence to obtain a revised proposal from Cuscaden.Keppel’s final offer requires SPH to hold its EGM and scheme meeting to vote on Keppel’s scheme by 8 December. Keppel has obtained all regulatory approvals and waived the MAC clause. SPH has recognised that Keppel’s final offer is superior to Cuscaden’s offer and will call for the scheme meeting.We previously noted that Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). However, since the announcement of Cuscaden’s offer, SPH REIT and Keppel REIT unit prices have increased by 4.6% and 1.8% respectively, increasing the combined value of the REIT units by S$0.047 per SPH share. SPH REIT also has a floor price due to the minimum chain offer price of S$0.964 per SPH REIT unit which Cuscaden is obliged to offer under its proposal. Crucially, the rising REIT unit prices had lifted Keppel’s previous offer ($2.15 at last close prices) above Cuscaden’s offer.  <div class="content-highlight">Keppel’s final offer is attractive in the context of SPH’s historical long-term multiples and share prices. Based on the SPH REIT and Keppel REIT traded prices since the announcement of Keppel’s previous offer, Keppel’s final offer implies a range of S$2.201-2.355 per SPH share. Under the terms of the final Keppel proposal, any competing offer by way of a scheme of arrangement must be signed by 16 November and any competing general offer must be announced by 1 December. Barring a material decline in the REIT unit prices, we think it will be difficult for Cuscaden to launch a more compelling all-cash offer. Overall, we think that Keppel’s final offer has a good probability to be the winning bid.  </div>

Singapore Press Holdings (SPH SP) announced a final and improved privatisation offer from Keppel Corp (KEP SP). Keppel’s final offer bumps up the cash consideration 30% from S$0.668 cash per SPH share to S$0.868 cash per SPH share while keeping unchanged 0.596 Keppel REIT (KREIT SP) units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT (SPHREIT SP) units per SPH share. Based on the last close price of Keppel REIT and SPH REIT, the total consideration is S$2.351 per SPH share, which is a 12.0% premium to the previous Keppel offer of S$2.099 per SPH share and a 12.0% premium to Cuscaden’s offer of S$2.10 cash per SPH share.As discussed in SPH’s Rival Offer from Cuscaden, on 29 October, SPH received a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share. Since the announcement, SPH has facilitated due diligence to obtain a revised proposal from Cuscaden.Keppel’s final offer requires SPH to hold its EGM and scheme meeting to vote on Keppel’s scheme by 8 December. Keppel has obtained all regulatory approvals and waived the MAC clause. SPH has recognised that Keppel’s final offer is superior to Cuscaden’s offer and will call for the scheme meeting.We previously noted that Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). However, since the announcement of Cuscaden’s offer, SPH REIT and Keppel REIT unit prices have increased by 4.6% and 1.8% respectively, increasing the combined value of the REIT units by S$0.047 per SPH share. SPH REIT also has a floor price due to the minimum chain offer price of S$0.964 per SPH REIT unit which Cuscaden is obliged to offer under its proposal. Crucially, the rising REIT unit prices had lifted Keppel’s previous offer ($2.15 at last close prices) above Cuscaden’s offer.  Keppel’s final offer is attractive in the context of SPH’s historical long-term multiples and share prices. Based on the SPH REIT and Keppel REIT traded prices since the announcement of Keppel’s previous offer, Keppel’s final offer implies a range of S$2.201-2.355 per SPH share. Under the terms of the final Keppel proposal, any competing offer by way of a scheme of arrangement must be signed by 16 November and any competing general offer must be announced by 1 December. Barring a material decline in the REIT unit prices, we think it will be difficult for Cuscaden to launch a more compelling all-cash offer. Overall, we think that Keppel’s final offer has a good probability to be the winning bid.  

Keppel’s Final Offer for SPH - Game, Set and Match?

Last week, Cuscaden Peak Pte. Limited - an entity led and 40% owned by tycoon Mr. Ong Bong Seng's Singapore-listed Hotel Properties Ltd, with the remaining 60% split between the Capitaland parent company (Temasek-backed), and 30% Mapletree Investments - a S$66bn property owner-manager with four listed S-REITs and 6 PE real estate funds (also Temasek-backed) - announced a counterproposal for <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> at S$2.10/share in cash, topping the Scheme Consideration in the <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a> Offer.
This was discussed in <a href="https://www.smartkarma.com/insights/sph-lobang-holders-so-shiok-bidders-so-kiasu-this-may-not-be-the-end" target="_blank" data-smartkarma-citation="insights:59725" rel="noopener">SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End.</a> 
The Cuscaden Offer was, in my mind, a teaser. The original Keppel Offer presentation said that the "value" was S$2.099/share and the market value of the Keppel Offer Consideration was S$2.086/share. This was a tenth of a cent higher than the original and less than 1% higher than the existing consideration.
The "problem" for Cuscaden in offering such a price was that arbitrageurs who may have had the trade on would need to buy back <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a> shares which they would have shorted to put on the arb - a good arb as discussed in <a href="https://www.smartkarma.com/insights/sph-shareholders-approve-spinoff-there-s-still-a-spread-to-earn" target="_blank" data-smartkarma-citation="insights:57504" rel="noopener">SPH Shareholders Approve Spinoff - There's Still a Spread To Earn</a> about 8 weeks ago. That would mechanically force the REIT prices higher, pushing the Keppel Scheme Consideration higher - perhaps more than 1% higher. 
Indeed it did. On Friday while SPH was suspended, the two REITs in the Consideration Basket gained in price and the value of the Keppel Consideration rose through S$2.10/unit. Keppel also <a href="https://links.sgx.com/FileOpen/KCL%20Announcement_Possible%20Offer%20for%20SPH_291021.ashx?App=Announcement&amp;FileID=688663" target="_blank" rel="noopener">announced</a> it would review and respond in due course. 
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<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/239/114/original/Screenshot+2021-11-02+at+9.39.33+AM.png?1635817187" class="editor-image img-responsive" data-smartkarma-image-id="239114"></figure>
</section>
Overnight, Cuscaden has announced the calculations for their Possible Chain Offer for <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>.

Last week, Cuscaden Peak Pte. Limited - an entity led and 40% owned by tycoon Mr. Ong Bong Seng's Singapore-listed Hotel Properties Ltd, with the remaining 60% split between the Capitaland parent company (Temasek-backed), and 30% Mapletree Investments - a S$66bn property owner-manager with four listed S-REITs and 6 PE real estate funds (also Temasek-backed) - announced a counterproposal for Singapore Press Holdings (SPH SP) at S$2.10/share in cash, topping the Scheme Consideration in the Keppel Corp (KEP SP) Offer.
This was discussed in SPH Lobang - Holders So Shiok, Bidders So Kiasu. This May Not Be The End. 
The Cuscaden Offer was, in my mind, a teaser. The original Keppel Offer presentation said that the "value" was S$2.099/share and the market value of the Keppel Offer Consideration was S$2.086/share. This was a tenth of a cent higher than the original and less than 1% higher than the existing consideration.
The "problem" for Cuscaden in offering such a price was that arbitrageurs who may have had the trade on would need to buy back Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP) shares which they would have shorted to put on the arb - a good arb as discussed in SPH Shareholders Approve Spinoff - There's Still a Spread To Earn about 8 weeks ago. That would mechanically force the REIT prices higher, pushing the Keppel Scheme Consideration higher - perhaps more than 1% higher. 
Indeed it did. On Friday while SPH was suspended, the two REITs in the Consideration Basket gained in price and the value of the Keppel Consideration rose through S$2.10/unit. Keppel also announced it would review and respond in due course. 



Overnight, Cuscaden has announced the calculations for their Possible Chain Offer for SPH REIT (SPHREIT SP). 

SPH Update: Keppel, SPH REIT Chain Offer, and Cuscaden Strategy

Today, <a href="https://www.smartkarma.com/entities/singapore-press-holdings-limited" target="_blank" data-smartkarma-citation="entities:9952:1" rel="noopener">Singapore Press Holdings (SPH SP)</a> announced a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share, which is a 40.0% premium to the share price of S$1.50 on 30 March 2021 (announcement of SPH’s strategic review), an 11.7% premium to the share price of S$1.88 on 30 July (last trading day prior to <a href="https://www.smartkarma.com/entities/keppel-corp-ltd" target="_blank" data-smartkarma-citation="entities:12:1" rel="noopener">Keppel Corp (KEP SP)</a>’s offer) and a 5.5% premium to the share price of S$1.99 on 28 October (last close prior to the trading halt). As discussed in <a href="https://www.smartkarma.com/insights/sph-s-privatisation-by-keppel" target="_blank" data-smartkarma-citation="insights:55402" rel="noopener">SPH’s Privatisation by Keppel</a>, on 2 August, SPH announced a privatisation offer from Keppel. The transaction involves Keppel offering S$0.668 cash per SPH share and 0.596 Keppel REIT units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT units per SPH share. Based on the last close price of <a href="https://www.smartkarma.com/entities/keppel-reit" target="_blank" data-smartkarma-citation="entities:192:1" rel="noopener">Keppel REIT (KREIT SP)</a> and <a href="https://www.smartkarma.com/entities/sph-reit" target="_blank" data-smartkarma-citation="entities:5994:1" rel="noopener">SPH REIT (SPHREIT SP)</a>, the total consideration is S$2.104 per SPH share, a whisker above Cuscaden’s all-cash offer.  The two privatisation proposals are the culmination of the SPH’s strategic review to unlock shareholder value. The strategic review commenced with the announcement of the media business restructuring announced on 6 May. Shareholder approval for the media business restructuring was obtained on 10 September and is expected to be completed in December. While Cuscaden’s offer is broadly similar in value to Keppel’s offer, Cuscaden’s offer may be more appealing particularly to minorities. Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). Cuscaden’s offer will also not be reduced by the S$34 million break fee payable to Keppel. SPH responded to Cuscaden’s offer by stating that it is "not a firm offer" and it has "not entered into any definitive or binding agreement" with Cuscaden. Keppel responded to Cuscaden’s offer by stating that “we are reviewing the matter and make an announcement at an appropriate time.”<div class="content-highlight">In the event of a competing offer, Keppel has a switch option to proceed with the acquisition by way of an offer in lieu of proceeding with the acquisition by way of the scheme. We previously noted that the acquisition of SPH aligns with Keppel’s Vision 2030 of improving earnings quality, increasing scale and pursuing new growth initiatives. The modest premium of both competing offers to SPH’s historical long-term multiples and share prices suggests that there is room for Keppel to bump its offer and start a bidding war. </div>

Today, Singapore Press Holdings (SPH SP) announced a competing privatisation offer from Cuscaden at S$2.10 cash per SPH share, which is a 40.0% premium to the share price of S$1.50 on 30 March 2021 (announcement of SPH’s strategic review), an 11.7% premium to the share price of S$1.88 on 30 July (last trading day prior to Keppel Corp (KEP SP)’s offer) and a 5.5% premium to the share price of S$1.99 on 28 October (last close prior to the trading halt). As discussed in SPH’s Privatisation by Keppel, on 2 August, SPH announced a privatisation offer from Keppel. The transaction involves Keppel offering S$0.668 cash per SPH share and 0.596 Keppel REIT units per SPH share along with SPH distributing-in-specie 0.782 SPH REIT units per SPH share. Based on the last close price of Keppel REIT (KREIT SP) and SPH REIT (SPHREIT SP), the total consideration is S$2.104 per SPH share, a whisker above Cuscaden’s all-cash offer.  The two privatisation proposals are the culmination of the SPH’s strategic review to unlock shareholder value. The strategic review commenced with the announcement of the media business restructuring announced on 6 May. Shareholder approval for the media business restructuring was obtained on 10 September and is expected to be completed in December. While Cuscaden’s offer is broadly similar in value to Keppel’s offer, Cuscaden’s offer may be more appealing particularly to minorities. Cuscaden’s offer has greater certainty of value as it is all cash, eliminates the risk of changing REIT unit prices (Keppel REIT and SPH REIT) and does any require further shareholders' approval on the part of Cuscaden (Keppel’s offer requires approval from Keppel shareholders). Cuscaden’s offer will also not be reduced by the S$34 million break fee payable to Keppel. SPH responded to Cuscaden’s offer by stating that it is "not a firm offer" and it has "not entered into any definitive or binding agreement" with Cuscaden. Keppel responded to Cuscaden’s offer by stating that “we are reviewing the matter and make an announcement at an appropriate time.”In the event of a competing offer, Keppel has a switch option to proceed with the acquisition by way of an offer in lieu of proceeding with the acquisition by way of the scheme. We previously noted that the acquisition of SPH aligns with Keppel’s Vision 2030 of improving earnings quality, increasing scale and pursuing new growth initiatives. The modest premium of both competing offers to SPH’s historical long-term multiples and share prices suggests that there is room for Keppel to bump its offer and start a bidding war. 

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PARAGON REIT is a Singapore-based REIT established principally to invest, directly or indirectly, in a portfolio of income-producing real estate which is used primarily for retail purposes in Asia-Pacific, as well as real estate-related assets.

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