Primus petition failed

Filed Under (Business News) by Webmaster on 28-04-2011

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The petition filed by EON Capital Bhd’s (EONCap) shareholder, Primus Malaysia Bhd against EONCap and its directors over a RM5.06 billion takeover offer by Hong Leong Bank Bhd was dismissed with costs, the Penang High Court ruled today.

 

Judicial commissioner Varghese George Varughese said in his conclusion, the petitioner had failed to prove the “so called” eight complaints that lay at the foundation of the petition.

 

“The petitioner is not entitled to any of the relief sought by way of this petition. It follows then that the petition is hereby dismissed with costs,” he said.

 

 

 

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DRB-Hicom won bid for Pos Malaysia

Filed Under (Business News) by Webmaster on 24-04-2011

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Government investment arm, Khazanah Nasional Bhd will divest its strategic stake of 32.21% in Pos Malaysia Bhd to DRB-Hicom Bhd at RM3.60 per share or RM622.79mil.

 

The transaction is deemed as a landmark divestment as it is Khazanah’s first divestment of its entire stake in a major government-linked company (GLC).

 

The decision was made after an extensive two-stage process as well as rigorous selection to ensure that the new shareholder was able to bring Pos to the next level of growth.

 

Khazanah managing director, Tan Sri Azman Mokhtar said DRB-HICOM was chosen based on their overall bid, which offered not only a defined strategy but also an executable business plan and an acceptable offer price.

Stage one of the divestment process saw the resolution relating to the salary of postmen and the revision of postal tariffs.

 

“Their proposed strategy and business plan in turn provides an effective platform for Pos’ growth, if adopted by the board of Pos as a whole,” he said in a statement yesterday.

 

The offer price of RM3.60 per share is subject to the modification of the special rights redeemable preference share in Pos (special share) held by Minister of Finance Inc. (MoF).

 

This modification inter alia includes the reservation to appoint up to two board members in Pos; and the removal of rights to appoint the chairman and managing director of Pos and fix their respective remunerations.

 

This condition precedent is not within Khazanah’s control, as it is the sole prerogative of MoF to make any modification on the special share.

 

The conditional offer price is also subject to the variation in the use of 16 plots of identified lands owned by the Federal Lands Commissioner and leased to Pos. The current terms of the lease only allows for postal services use, while the variation provides for the inclusion of commercial use, over and above the mandatory postal use. In the event the variation does not happen by Dec 31, DRB-HICOM will be refunded 10 sen per share or RM17.30mil.

 

Khazanah adopted a robust strategic divestment process which involved an open bidding process and a merit-based and transparent selection process. Conducted in two stages the first stage involved addressing key aspects of Pos’ macro business and regulatory environments, while the second stage revolved around the restricted tender process.

 

Stage one saw the resolution of the long-running issue relating to the salary of postmen and the revision of postal tariffs. The postal rate revision took effect in July 1, last year and subsequently, Pos also resolved a long outstanding pay revision for postmen in the same month.

 

Stage two started with the pre-qualification phase, where Khazanah appointed CIMB Investment Bank Bhd and McKinsey & Company as advisors for the transaction. A total of 48 parties were approached to submit their respective proposals, of which 10 parties expressed their interest to participate and were pre-qualified.

 

Khazanah then proceeded to the indicative bid phase where all 10 parties were invited to submit their bids. Of these, five reverted with their respective bids where they were all given detailed and equal opportunities to meet Khazanah’s advisors and explain their respective strategy and business plan submission.

 

Of the five bidders, four parties submitted their binding bids.

 

An independent evaluation panel comprising five senior professionals from the public and private sector with extensive postal and corporate experience had evaluated all the bidders’ proposal on the basis of anonymity, where the bidders’ names were coded.

 

The panel, with the assistance of Khazanah’s advisors, evaluated the strategy and business plans first. Based on this, the bidders were shortlisted to a final two. Subsequently, the offer price envelopes were opened and evaluated compositely. Both shortlisted bidders were given the opportunity to present to the panel. The panel’s evaluation was based on a composite score between strategy and pricing, whereby strategy accounted for 60% and pricing 40%. Based on the composite score, the panel unanimously recommended DRB-HICOM.

 

Azman said there was a fit and proper test of the new majority shareholder which includes promoting the sustainable development of the universal service obligations (USO), as well as the commitment to retain existing staff in their business plan.

 

“The commitment to fulfil the social obligations under the USO (as required under the Postal Services Act, 1991) is crucial as postal services have an impact on the rakyat, especially for those residing in remote or rural areas,” he said.

 

Khazanah’s emphasis on strategy and business plans within the evaluation process does not in itself make any assumption of control or otherwise. The process required bidders having to state, in their own opinion, whether a general offer (GO) would be necessary or not.

 

Khazanah’s executive director of investments, who was the project director for this strategic divestment, Mohammed Rashdan Mohd Yusof said it was the buyer’s prerogative, and not of the seller, to determine whether a GO was necessary, as only the buyer can ascertain the extent of control they exert over Pos after they acquired the 32% stake.

 

“Furthermore, the divestment process did not reveal any information to the bidders beyond readily available market information” he said.

 

Azman concluded: “As a responsible seller to stakeholders including minorities and the rakyat, our emphasis was to ensure that the successful bidder had a robust business plan to both deliver their USO and unlock value and for them to discuss at the Pos board.

 

The divestment of Khazanah stake in POS was first announced in March 2010 by Prime Minister Datuk Seri Najib Razak at Invest Malaysia 2010 conference.

 

Since then, many prominent names were speculated to be the buyer of the stake. It was reported that besides DRB-HICOM, Nationwide Express Courier Services Bhd and Scomi Group Bhd were among the shortlisted bidders.

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Bank Negara No to private parties in RHB ?

Filed Under (Business News) by Webmaster on 24-04-2011

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Bank Negara is believed not likely to approve the entry of a private equity firm into RHB Capital Bhd, the fourth largest banking group, following the troubled history of Hong-Kong based Primus Pacific Partners at EON Bank.

 

“There is no synergy between private equity and banks,” said a source.

 

Reuters reported last week that the Carlyle group and TPG Capital were making a joint-bid for a US$1.5bil stake in RHB Capital.

 

Primus is currently embroiled in a court battle in which Ng Wing Fai of Primus, which owns 20.2% of EON Capital Bhd, is challenging the other directors on their decision to table the takeover bid (which Primus considers undervalued) from Hong Leong Bank to shareholders.

 

The court judgement will be made known by the end of this month.

 

EON Capital has been rocked by a series of disgreements among shareholders with Ng and Rin Kei Mei ending on opposing sides and issues with Bank Negara such as non-subscription of bonds by Primus.

 

Abu Dhabi Commercial Bank (ADCB), the 25% investor in RHB Capital, has engaged Goldman Sachs and Bank of America-Merrill Lynch to run the action for the sale of its stake.

 

TPG has an Indonesian arm, TP Nusantara which currently owns 59.7% of Bank Tabungan Pensiun Nasional; TPG plays an active role in the management of the bank which has done well since the purchase in 2008, said HwangDBS Vickers Research senior analyst Lim Sue Lin.

 

“If that is true, TPG may like RHB for its value and sustainable business model,” she said, noting that over the last three to four years, the banking group had been able to grow on its own with a proven business model.

 

Analysts will not discount the possibility that CIMB may be interested in the stake in RHB although they see duplication within the two banking groups.

 

“Any consolidation will be more for size,” said a senior analyst, adding that a merger between CIMB and RHB would create the fourth largest bank in Asean by assets.

 

However, analysts caution that there could be another round of voluntary separation scheme (VSS) should CIMB merge with RHB.

 

CIMB has voiced its ambition of being among the top three banks in South-East Asia by market capitalisation, positions currently held by Singapore banks DBS, OCBC and UOB.

 

“If it happens, the benefits are likely at the consumer banking level,” said another senior analyst, adding that RHB has higher retail deposits and CIMB will be able to leverage on the “Easy” banking concept based on lower costs, speed of approval and convenience.

 

RHB has hired 500 new staff for its 150 Easy outlets, targeted to reach 270 by year-end.

 

Some analysts recall that Maybank was said to be keen on RHB a few years back but are unsure of its interest now,

 

However, one analyst opined that Maybank might need more time to digest its expensive acquisition of Bank Internasional Indonesia which has yet to contribute strongly to group results.

 

Analysts are keenly watching for developments in the reported interests of DBS owned by Singapore’s Temasek which, in turn, holds 14.8% of Alliance Financial Group (AFG) and Australia and New Zealand Banking Group (ANZ) which owns 24% of AMMB.

 

So far, foreign banks like ADCB and Bank of East Asia are holding 25% each in RHB Capital and Affin respectively while ANZ’s investment is up to 25% in AMMB.

 

While the limit on foreign shareholding in local banking groups is 30%, there has yet to be a precedent, an analyst observed.

 

“If ANZ were to acquire a stake in RHB, it would need to merge AMMB with RHB,” said Lim in a research note last Friday.

 

Noting that ANZ has expressed its interest to take a larger stake in AMMB, “even though the threshold for foreign shareholding remains capped at 30%, total returns as a shareholder would be larger for ANZ in an enlarged AMMB-RHB Capital scenario,” said Lim.

 

Should DBS buy the RHB stake, it is unclear if AFG will be merged with RHB or Temasek will sell off its stake in AFG, as investors can only hold one banking licence.

 

Hwang DBS said in its regional industry focus that Malaysian banks were currently preferred over those in Thailand and Indonesia, with excitement driven by mergers and acquisitions.

 

“The target banks will benefit from input the potential stakeholders could bring to the table to improve standalone value propositions,” said Lim in the report dated April 14.

 

According to Hwang DBS, the AMMB-ANZ alliance has proven to be the most successful foreign strategic shareholding tie-up to date.

 

It noted that the new management had implemented new risk management and risk scoring systems; made AMMB more flexible to adjust to interest rate hikes; improved its deposit franchise (particularly low cost deposits) and created additional sources of revenue flows from treasury and derivatives.

 

“These initiatives led AMMB’s net profit to grow from RM670mil in financial year (FY) 2008 (when ANZ became shareholder) to RM1.1bil in FY10,” the report said.

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