Goldis shareholders give nod to takeover bid for IGB

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KUALA LUMPUR: Shareholders of Goldis Bhd have given the thumbs-up to its acquisition of all the shares it does not already own in IGB Corp Bhd for RM2.88 per share.

About 99.977% of the shareholders who attended the extraordinary general meeting on Tuesday voted in favour of the proposed acquisition of IGB.

“Accordingly, all the conditions in relation to the offer have been met and the offer has become wholly unconditional as of Oct 21,” Goldis said in a filing with Bursa Malaysia on Tuesday.

In an email reply to The Edge Financial Daily, Goldis said it had received 99.977% in acceptance votes for the takeover.

On a possible revision of the offer price, which had been deemed unfair and unreasonable by its independent adviser RHB Investment Bank Bhd, Goldis said there was “no need to” as the offer had become unconditional following the shareholder approval and it gained a 51.26% interest in IGB as at Oct 17.

The proposed offer is expected to be completed by the end of the year. The consideration for the proposed offer will be satisfied entirely in cash, via a mix of internal funds amounting to RM59 million, and the balance settled by bank borrowings.  

Goldis said it is not able to comment on whether it still intends to acquire all the shares it does not own or acquire as many shares as possible, since it intends to keep IGB’s listing status.

“Shareholders’ deadline is until Nov 6 [to decide whether to accept or reject the offer],” said Goldis in the email.

As for the plans going forward, Goldis said it would be “business as usual”.

According to the circular issued to shareholders, Goldis said it intends to continue the existing business of IGB.

“Nevertheless, we may review the businesses and operations of IGB group and make such arrangements, rationalisation and reorganisation as we consider suitable,” it said.

To recap, Goldis first made the conditional takeover offer on July 18. The move was seen to be the second attempt by the Tan family to tighten its grip on the IGB group.

The Tan family is estimated to have a shareholding of about 59% of Goldis, and also collectively holds a substantial stake in IGB Corp.

Last year, Goldis proposed to realise the value of the 30.59% stake it held in IGB Corp at the time by transferring its stake into an unlisted company, Steady Paramount Sdn Bhd.

In return, shareholders of Goldis had the option to take shares in the unlisted company or a cash payment of RM1.72 for each share they held. However, that exercise was called off after the negative feedback from minority shareholders was considered.  

IGB Corp is the 51% controlling shareholder of IGB Real Estate Investment Trust, which wholly owns the Mid Valley Megamall, The Gardens Mall and Renaissance Hotel assets.

Goldis shares ended unchanged on Tuesday at RM2.33, with a market capitalisation of RM1.4 billion, while IGB Corp’s share price closed one sen higher to RM2.88 with a market cap of RM3.8 billion.


This article first appeared in The Edge Financial Daily, on October 23, 2014.