Keppel in $3.4b deal to privatise SPH after media business is hived off

SINGAPORE - Keppel Corp is proposing to acquire Singapore Press Holdings (SPH) through a privatisation offer after the hiving off of SPH's media business.

The offer, which values SPH at $3.4 billion, will see SPH delisted and become a wholly owned subsidiary of Keppel, the companies jointly announced on Monday (Aug 2). Keppel’s share of the deal is about $2.2 billion. 

Under the offer, SPH shareholders will receive 66.8 cents in cash per share, as well as 0.596 Keppel Reit units and 0.782 SPH Reit units per share.

SPH, Keppel Corp and their subsidiaries SPH Reit and Keppel Reit called for trading halts before the stock market opened on Monday.

The scheme is subject to approval by SPH and Keppel shareholders and is also subject to other conditions, including regulatory approvals.

The privatisation offer through Keppel's wholly owned subsidiary Keppel Pegasus will also see Keppel holding a remaining 20 per cent stake each in SPH Reit and Keppel Reit.

The offer is contingent on the successful completion of the media restructuring announced on May 6, which would see the transfer of SPH's media assets to a company limited by guarantee, a not-for-profit entity.

The transfer of the media assets is subject to SPH shareholders' approval at an extraordinary general meeting (EGM) expected to be convened this month or next.

If approved at the EGM, the restructuring of the media business is expected to be completed by the end of the year. SPH's privatisation by Keppel is likely to be concluded soon after this.

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In a statement on Monday, SPH said that its board carried out a comprehensive review of the group's various strategic options, including maintaining the status quo, monetisation of certain assets, a partial sale or privatisation of SPH post-media restructuring.

With an objective to maximise value and minimise disruption to shareholders, the board concluded that the privatisation of the entire company would be the preferred solution, it said.

"It derives a better valuation outcome for all shareholders where a control premium is paid for the entire company. Also, it avoids a situation where prime SPH assets are cherry-picked, leaving SPH with its existing debt and the risk of being unable to monetise its remaining assets," SPH said.

SPH said that the final closed bids for the company were evaluated based on price, terms and conditions, financing certainty, regulatory approvals, transaction structure and execution risks.

The final proposal from Keppel to privatise SPH was selected based on the various criteria, it added.

SPH produces news publications in Singapore's four official languages, including The Straits Times and Lianhe Zaobao. 

SPH Reit's portfolio includes shopping centres in Singapore such as Paragon and The Clementi Mall. 

SPH chief executive Ng Yat Chung noted that the privatisation offer from Keppel is the result of the strategic review process, the first step of which was the media business restructuring to ensure its sustainable future while removing its losses from SPH.

"With the privatisation offer from Keppel, shareholders now have an opportunity to realise the value of their SPH shares at a premium of 39.9 per cent to the last traded price before the strategic review was announced," he said in a statement.

The mooted consideration of $2.099 per share also represents an 11.6 per cent premium to SPH's last traded price of $1.88 per share on July 30.

Credit Suisse (Singapore) and Allen & Gledhill LLP are acting as the exclusive financial adviser and legal adviser to SPH for the strategic review and proposed transaction.

This article was first published in The Straits Times. Permission required for reproduction.