Cuscaden Peak, one of the two bidders for Singapore Press Holdings, has cleared all the regulatory hurdles required.
Cuscaden Peak, a consortium formed by Hotel Properties, Mapletree and CLA Holdings, has received on Dec 2 approval from the Foreign Investment Review Board under the Australian Foreign Acquisitions and Takeovers Act 1975.
The approval is required because part of SPH REIT’s portfolio consists of assets in Australia. SPH REIT, in turn, is around two-thirds held by SPH.
On Nov 21, Cuscaden announced it received nods from the Monetary Authority of Singapore and the Info- Communications Media Development Authority (IMDA).
The regulatory approvals permit the change in control of SPH REIT's manager, and the acquisition of the effective control of the manager of Prime US REIT, as well as the acquisition of an indirect interest in M1 should SPH shareholders vote for the Cuscaden scheme.
Keppel Corp, which has tabled its “final” offer earlier, had already gotten the same regulatory approvals.
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Cuscaden's offer for SPH shareholders is an all-cash offer of $2.36 per SPH share, or $1.602 in cash, and 0.782 units in SPH REIT (priced at $1.02), worth a total of $2.40.
In contrast, the earlier offer put forward by Keppel is in a mix of cash, SPH REIT units and Keppel REIT units, is valued at $2.351.
SPH shareholders will soon be asked to choose who to sell their portfolio of property assets such as the Paragon mall and a clutch of student accommodation assets.
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In addition, to provide SPH shareholders with greater transaction certainty, Cuscaden has also agreed to enter into a supplemental letter with SPH and unconditionally and irrevocably waive its right to walk away from the transaction upon the occurrence of a Material Adverse Effect under the implementation agreement between Cuscaden and SPH.
By doing so, Cuscaden is signalling its commitment to deliver transaction certainty.
“Cuscaden is pleased to have received the requisite regulatory approvals from regulators in Singapore and Australia,” says Christopher Lim, HPL’s group executive director.
“Our decision to waive the MAE provision also demonstrates our strong commitment to working with SPH to bring the Cuscaden Scheme for the SPH shareholders to vote on as soon as we are allowed to,” adds Lim, the designated spokesperson for the Cuscaden consortium.
"There is no additional shareholders’ approval required by Cuscaden, and the success of the Cuscaden Scheme is now in SPH shareholders’ hands. We will continue to work expeditiously with SPH towards advancing the Cuscaden Scheme for its shareholders to vote on," he says.
