KUALA LUMPUR: Malaysia Airports Holdings Bhd (MAHB) shareholders have been advised to accept the takeover offer from a consortium led by Khazanah Nasional Bhd.
Hong Leong Investment Bank Bhd (HLIB), as the independent adviser, said the offer of RM11 a share is "not fair but reasonable".
HLIB, in an independent advice circular released in Bursa Malaysia today, said the deal is reasonable given that the offer price represents a premium ranging from 60 sen (5.77 per cent) to RM3.0161 (37.78 per cent) over the last traded market price on May 14, and the five-day, one-month, three-month, six-month and one-year volume-weighted average market prices (VWAMPs) up to the date.
The price is also a premium ranging from 72 sen (3.97 per cent) to RM1.7319 (18.69 per cent) over the last trade market price in Nov 14, and the five-day, one- month, three-month, six-month and one-year VWAMPs up to the date.
The price represents a premium ranging from 38 sen (3.57 per cent) to RM0.3813 (3.59 per cent) over the last trade market price on Dec 13, and five-day VWAMP up to the date.
The firm, however, said the offer price is lower than and represents a discount of RM1.61 and RM2.71 or 12.77 per cent to 19.77 per cent over the estimated value per share ranging between RM12.61 and RM13.71 derived using the sum-of-the-parts valuation methodology.
According to HLIB, MAHB had not received any competing or alternative offer for its securities or business, assets and liabilities as at Dec 13. Hence, this provides an opportunity to the shareholders to realise their investments at RM11.
The consortium is led by Khazanah's subsidiary UEM Group Bhd and the Employees Provident Fund, and includes a wholly-owned subsidiary of the Abu Dhabi Investment Authority and funds managed by Global Infrastructure Partners.
As at Dec 13, HLIB said the consortium and its parent companies in aggregate own 41.22 per cent of MAHB's issued share capital.
With the current level of control, they are not able to approve any ordinary resolutions or special resolutions at the shareholders' general meetings as these resolutions require approval from more than 50 per cent or at least 75 per cent respectively of the total vote cast.
The consortium and its parent companies, however, are able to vote against special resolutions with their current shareholdings.
"They may have significant influence over the outcome of these resolutions with their current shareholdings.
"In the event that the offer is unsuccessful, they would not have any relationship in respect of MAHB and would not have any obligations to one another (apart from maintaining confidentiality on matters discussed and information exchanged, and sharing of transaction costs).
"In this instance, they will be at liberty to pursue their respective investment mandates or objectives to manage and monitor their respective shareholdings in MAHB," it added.
HLIB also said the consortium does not intend to maintain MAHB's listing status on the Main Market of Bursa Malaysia.
MAHB's share price remained unchanged at RM10.64 at midday with a market capitalisation of RM17.8 billion.