A big advantage for shareholders of Singapore Press Holdings (SPH) in Cuscaden Peak's all share offer is that it provides certainty at a time of rising interest rates. This and other advantages were highlighted in Cuscaden's responses to questions from SIAS.
Cuscaden has reiterated that it has unconditionally and irrevocably waived its right to walk away from the acquisition of SPH upon the occurrence of a Material Adverse Effect (MAE) condition.
In the meantime Cuscaden has received all regulatory approvals from the Monetary Authority of Singapore, the Info-Communications Media Development Authority (IMDA) and the Foreign Investment Review Board in Australia.
“With the fulfilment of all regulatory approvals to be obtained by Cuscaden, the waiver of the MAE Condition, and no shareholder approval required on the part of Cuscaden, Cuscaden provides deal certainty to SPH shareholders. The success of the Cuscaden Scheme is now in the hands of SPH Shareholders,” Cuscaden says in the responses.
Cuscaden has two offers for SPH. An all cash offer of $2.36 values SPH above its net asset value of $2.18. A cash plus SPH REIT unit offer has a higher cash component of $1.60 compared to Keppel Corp’s cash offer of $0.868.
Cuscaden will also make a chain offer for SPH REIT, should it gain control of SPH as the latter holds around 65% stake of SPH REIT. SPH’s board has acknowledged that the Cuscaden Scheme is superior to the Keppel Scheme, the Cuscaden replies point out.
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“This flexibility allows SPH Shareholders electing the Cuscaden all cash consideration to receive their proceeds with value certainty and no potential transaction costs, particularly in an environment of rising interest rates and the continued impact of Covid-19,” Cuscaden says.
SPH Shareholders who prefer to continue to enjoy the future growth and dividends of SPH REIT can elect for the Cuscaden Cash and Units Consideration, while still receiving a meaningful cash consideration, Cuscaden adds.
“The difference in value between both schemes has widened over time, between 15 November 2021 (being the date SPH acknowledged that the Cuscaden Scheme is a superior proposal in the Cuscaden Joint Announcement) and the latest closing prices as of 10 December 2021,” Cuscaden says.
