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PETALING JAYA (Aug 11): Batu Kawan Bhd’s wholly-owned subsidiary Whitmore Holdings Sdn Bhd has completed the second tranche of its acquisition of MKH Bhd, increasing its direct stake in the property developer to 50.9% from 32.8%.
The completion of the transaction, known as MKH Acquisition 2, makes MKH a subsidiary of Whitmore, Batu Kawan said in a Bursa Malaysia filing on Monday (Aug 10). The shareholding figures exclude treasury shares.
The completion follows the MKH conditional share sale agreement becoming unconditional on Aug 6, after Batu Kawan shareholders approved the proposed acquisition at an extraordinary general meeting on Aug 5.
With the conditional agreement having become unconditional, Whitmore was required to extend unconditional mandatory take-over offers (MTOs) for the remaining shares in MKH and MKH Oil Palm (East Kalimantan) Bhd (KL:MKHOP) not already held by Whitmore, Batu Kawan and persons acting in concert with them.
Acting on behalf of Whitmore, Maybank Investment Bank served the notices of the offers on the boards of MKH and MKHOP on Aug 6. The offers are priced at RM2.00 per MKH share and 66.26 sen per MKHOP share, payable wholly in cash and subject to any adjustment for distributions declared, made or paid under the terms of the offers.
The offer for MKHOP is required because the company is regarded as a significant downstream company of MKH, with the MKHOP group's earnings contributing more than 50% of the MKH group's earnings, according to the offer notice.
The proposals stem from share sale agreements signed on May 20. Under those agreements, Whitmore acquired a 29.6% stake in MKH and a combined 3.9% stake in MKHOP, while a conditional share sale agreement covered the acquisition of a further 18.1% stake in MKH. Whitmore subsequently acquired an additional 3.2% stake in MKH through open-market purchases between June 15 and July 17, increasing its holding to 32.8% before completing MKH Acquisition 2.
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