Thursday 28 Mar 2024
By
main news image

PERAK CORP Bhd has received the overwhelming approval of its shareholders to dispose of its 15.74% stake in Integrax Bhd to Tenaga Nasional Bhd at RM3.25 per share. This will pave the way for the utility giant to garner a targeted stake of not less than 50% in the port operator, which is deemed strategic to serve its power plants in Seri Manjung, Perak.

After a four-hour-long extraordinary general meeting (EGM) held in Ipoh last Friday, Perak Corp CEO Datuk Aminuddin Md Desa told reporters that the resolution for the disposal was successfully passed with 99% voting in support of the sale.

The outcome of the poll came as a surprise as there had been some dissenting voices among the minority shareholders on the proposed sale to Tenaga (fundamental: 1.30; valuation: 1.80).

Perbadanan Kemajuan Negeri Perak is the single largest shareholder of Perak Corp with equity interest of 52.9% while Sime Darby Property Bhd, a unit of Sime Darby Bhd, holds a 6.12% stake.

Aminuddin-Perak-Corp_8_1060“Today, we had the EGM and the shareholders voted. And there was no other offer except Tenaga’s. We will communicate with Tenaga that we accept the offer to dispose of our shares [in Integrax] at RM3.25 per share.

“We hope it will be a successful exercise for Tenaga and we hope that it [the 15.74% stake] is enough for Tenaga to win [Integrax],” said Aminuddin, adding that Integrax (fundamental: 1.65; valuation: 1.20) will become stronger under the leadership of the government-linked utility company.

In its original plan, Perak Corp was to use all the proceeds from the divestment — some RM153.86 million — to fund its projects and partly settle its borrowings. However, after the EGM, Aminuddin said the board will consider the shareholders’ request for a special dividend.

Sources close to the deal also tell The Edge that Tenaga is confident of receiving at least 51% acceptance of its takeover offer for Integrax, inclusive of Perak Corp’s 15.74% stake.

Tenaga owned a 28.32% stake in Integrax as at March 27, up from 22.12% when it first made the offer in January. With Perak Corp’s acceptance, it has secured a 44.06% stake.

Support from Perak Corp was crucial and luckily for Tenaga, the state outfit did not consider an offer from Integrax’s co-founder, Amin Halim Rasip, to buy a 5% stake in the port operator at RM3.50 per share, which was 25 sen more than Tenaga’s offer.

After that, Amin commenced legal action to thwart Tenaga’s offer, saying it undervalued Integrax. Amin, who is deputy chairman of Integrax, has a 24.61% stake in the company.

Perak Corp has said it is seeking legal advice on the letter of demand dated March 24 sent by Amin’s solicitors.

When met at the EGM, Amin expressed his disappointment at the shareholders’ approval of the disposal. “At the meeting, minority shareholders made various proposals, including the option to wait and seek higher offers and that it should be sold at RM3.66 per share. But Perak Corp decided against it. It is a grave concern that it did not go out to get higher offers.”

According to Amin, he and several other “Malaysian partners” are planning to make a voluntary general offer for Integrax.

Before the EGM, Amin had proposed an additional resolution to require Perak Corp to invite further offers from Tenaga or any other party to seek a minimum offer of RM3.66 per share. However, his proposal was turned down before the EGM.

The company said it could not grant Amin’s request at the EGM last Friday “as the proposed modification and addition of resolution would be tantamount to a new business”. It also noted that for a business to be transacted at an EGM, the shareholders must be given at least 14 days’ notice.


Note: The Edge Research’s fundamental score reflects a company’s profitability and balance sheet strength, calculated based on historical numbers. The valuation score determines if a stock is attractively valued or not, also based on historical numbers. A score of 3 suggests strong fundamentals and attractive valuations. Visit www.theedgemarkets.com for more details on a company’s financial dashboard.

This article first appeared in The Edge Malaysia Weekly, on March 30 - April 5, 2015.

Save by subscribing to us for your print and/or digital copy.

P/S: The Edge is also available on Apple's AppStore and Androids' Google Play.

      Print
      Text Size
      Share