Tuesday, December 14, 2010

Sunway Holdings, SunwayCity non-interested directors accept merger offer

KUALA LUMPUR: The non-interested directors of SUNWAY HOLDINGS BHD [] and SunwayCity Bhd have decided to accept the offer made by Sunway Sdn Bhd.

Sunway Sdn Bhd, a private limited company, owned by Tan Sri Jeffrey Cheah ' founder of the larger Sunway Group ' and Sarena Cheah, had made a RM4.5 billion offer for the assets and liabilities of the two companies.

The board of Sunway Holdings said on Tuesday, Dec 14 the non-interested directors, after taking into consideration the independent advice of the independent adviser, OSK Investment Bank Bhd, have decided to accept the offer.

However, this was subject to the approval of the shareholders and relevant authorities, where required. OSK was been appointed by Sunway Holdings to advise the non-interested shareholders and non-interested directors.

In a separate statement, the board of SunCity said their non-interested director had, after taking into consideration the independent advice of the independent adviser, Goldman Sachs (Malaysia) Sdn Bhd, have decided to accept the offer.

This was subject to the approval of the shareholders and relevant authorities, where required. Goldman Sachs was appointed by SunCity to advise the non-interested shareholders and non-interested directors of SunCity.

RAM Ratings Bhd said on Dec 2 that the new company (Newco) taking over the merged SunCity Bhd and Sunway Holdings would have to shoulder a heavier debt burden.

Apart from their combined borrowings of RM1.3 billion as at end-September 2010, 'the Newco will need to raise another RM915 million of debt to fund the cash portion of its offer (80% of the offer will be funded via equity), it said on Thursday, Dec 2.

The ratings agency said this was estimated to translate into gross and net gearing ratios of about 0.6 times and 0.4 times, respectively.

'This ratio may move up progressively as the aggregate debts of the two entities are projected to rise to some RM2.0 billion-RM2.7 billion; nevertheless, this expectation may change, depending on Newco's future funding plans,' it had said.

Based on RAM Ratings' preliminary assessment, Newco's stronger business profile should balance its weaker financial metrics. As such, its credit standing is not expected to deviate much from the credit profiles of Suncity and Sunway Holdings.


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