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KUALA LUMPUR (April 3): IJM Corp Bhd (KL:IJM) on Friday said any discussions Sunway Bhd (KL:SUNWAY) may have had with any of its shareholders prior to the announcement of Sunway's takeover bid were conducted without the knowledge or involvement of the IJM board or its management.
IJM was referring to reports quoting Sunway Tan Sri chairman Jeffrey Cheah as saying that initial discussions with government-linked investment companies (GLICs) like the Employees Provident Fund, Permodalan Nasional Bhd and Kumpulan Wang Persaraan (Diperbadankan) had been encouraging, with many acknowledging the commercial rationale behind the deal.
In its statement, IJM stressed that the company's board and management were not involved in any pre-offer discussions with the institutional shareholders
The company also reiterated its recommendation that shareholders reject Sunway's takeover offer, stressing that the offer must be assessed in its proper strategic context.
"IJM is at a different stage of its investment cycle, with key assets such as infrastructure concessions moving from development into operational phases. Comparisons based only on current margins or short-term earnings do not fully reflect their value or future upside.
"Shareholders are therefore advised to assess the Sunway offer on the basis of the independent advice circular, the company's official announcements, and IJM's underlying value, strategic position and future prospects," IJM added.
It noted that the independent adviser, M&A Securities Sdn Bhd, had in the March 13 circular concluded that the offer is not fair and not reasonable.
In its statement, IJM also expressed concern over a news report on a potential division of roles after the company's acquisition by Sunway, saying such suggestions could have implications for shareholder value.
Referring to a statement by Sunway president Datuk Mohd Anuar Taib in the Bernama report on Thursday, the company said: "IJM notes the remarks suggesting a potential delineation of roles between the two groups, where IJM would focus on civil and infrastructure projects while fast-growing segments such as data centres would be undertaken by Sunway.
"Any limitation on IJM’s participation in certain segments or contracts raise concerns and may not be in the best interest of IJM’s remaining shareholders," IJM added.
Sunway, a diversified conglomerate with interests in property, construction, education and healthcare, made the takeover offer on Jan 12. It offered RM3.15 per IJM share to be settled through an exchange of shares and cash. The cash portion is 10% of the offer price while Sunway will pay the rest in shares issued at RM5.65 each.
Shares in IJM closed five sen higher, or 2.2%, at RM2.31 on Friday, giving the company a market capitalisation of RM8.43 billion, while Sunway ended unchanged at RM5.03, valuing the group at RM34.23 billion.
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