Sunway group founder Tan Sri Dr Jeffrey Cheah Fook Ling and and his daughter Sarena Cheah Yean Tih is making a whopping offer of some RM4.6 billion to acquire the entire business including assets and liabilities of Sunway Holdings Bhd and Sunway City Bhd.
They are making the offer through Sunway Sdn Bhd (Sunway) with will be satisfied by a combination of new shares and cash. Both Jeffrey and Sarena are directors of Sunway.
Today, both Sunway Holdings and Sunway City in separate announcements said they had received letters from Sunway, which sets out Newco’s offer to acquire all of the business, assets and liabilities of the two companies. Sunway Holdings has been valued at some RM2 billion based on the RM2.60 offer price by Sunway for each of the former’s 600.81 million shares, and RM1.50 for every unit of the 246.66 million warrants. It also has 24.92 million shares under the ESOS option.
For Sunway City, it has been valued at some RM2.6 billion given the RM5.10 offer price for each of its 470 million shares and RM1.29 a unit for its 153.3 warrants. It also has 2.51 million ESOS shares. Under the deal, 80% of the the offer price will be satisfied by an issue of Sunway shares at RM2.80 each, and 20% by cash. It is also issuing free warrants on the basis of one unit for every five Sunway shares held.
As the offer is a related party transaction, it will only be deliberated by the non-interested directors of the two companies with interested directors abstaining. An independent adviser will be appointed to advise the non-interested directors and non-interested shareholders of Sunway Holdings. The company said the combined business arising from the deal will create scale and synergy, and a sizeable listed entity in the form of Sunway which will house all the business activities and provide clarity of brand to the market, shareholders and customers.
Acceptance of the offer remains open until Dec 23. The larger combined entity provides an opportunity to re-articulate the Sunway brand and renew foreign investors interest in the group, it added.