MALAYSIA Regains PANTAI HOLDINGS thru PANTAI IRAMA VENTURE S/B (Formerly MAGNA CAHAYA S/B); KHAZANAH-51%; PARKWAY 49%
Khazanah Nasional Berhad announced that it’s wholly owned subsidiary Pantai Irama Venture S/B (formerly known as Magna Cahaya S B) has become a substantial shareholder of Pantai Holdings Berhad – in a stake 30.92 million shares representing approx 6.6%.in Pantai.
Khazanah also announced Pantai Irama has entered into a conditional sale and purchase agreement with Swiss Zone S/B a wholly owned subsidiary of Parkway Holdings Limited. Parkway is to acquire 134.7 million shares (warrants not included) in Pantai. at RM2.65 per share and Parkway will in turn acquired 49% in Pantai Irama valuing its Pantai shares at RM2.65 per share.
A separate management is yet to be signed.
See details from Bernama & the Press Release from Parkway
Khazanah Explains Pantai Acquisition ;
The exercise will pave the way for local controlling interest in Pantai, while maintaining Singapore-listed Parkaway Holdings Ltd's substantial presence in Pantai.
Under the deal, Khazanah will own 51 percent stake in the acquisition vehicle Pantai Irama Ventures Sdn Bhd, while Parkway owns the balance 49 percent stake.
Pantai Irama, in turn, holds 35 percent stake in Pantai Holdings, and could be more than 50 percent, depending on acceptances for its mandatory general offer for the balance of of the share.
The mandatory offer is subject to Pantai Irama holding in aggregate more than 50 percent of the voting Pantai shares.
Explanation on the acquisition as provided by Khazanah is as follows:
Transaction rationale
1. Why is Khazanah buying into Pantai?
A: Khazanah has identified the healthcare sector as one of the key new strategic sectors to invest in as part of our broader investment strategy.
The proposed Pantai transaction significantly fits into this strategy by being an anchor component in the key sub-sector of hospitals and in our home market of
In addition, the proposed transaction will also provide significant linkages into both our other related Malaysian assets such as Pharmaniaga as well as into our regional healthcare investment to date, which is as a significant shareholder in Apollo Hospitals in
Further, we expect the proposed joint venture with Parkway Holdings, which includes provisions for Parkway as the joint venture's operating partner will also bring significant technology and knowledge benefits to our healthcare franchise over a period of time.
2. What is the rationale for this transaction? Is it driven by the need to regain control of Pantai by Malaysian interests?
A: This transaction is significant for Khazanah as it represents both a commercial and strategic investment for the country. This is in line with Khazanah's existing investment mandate.
We have been in discussions with Parkway for over a year, even before their investment in Pantai, on potential areas of collaboration.
3. Why this structure? Why didn't Khazanah buy out the Pantai stake from Parkway direct?
A: This structure allows Khazanah a strategic equity holding in the Malaysian healthcare segment with an established hospital operator in Parkway as our partner.
With Parkway as our operating partner in Pantai Irama, we are confident that together we will develop
4. When did talks with Parkway began on this acquisition?
A: We have been in discussions with Parkway for over a year to explore how we could work together. However, no agreement was reached until we finalised and entered into the agreement for this transaction today,
5. Was Khazanah offered Pantai shares at the time Parkway made its acquisition in September 2005?
A: As mentioned, Khazanah had identified healthcare as a strategic investment sector and had reviewed, in general, various opportunities including Pantai over the last year or so.
However, we had never made an offer nor had we been offered a stake in Pantai until the present time.
6. How does this acquisition tie in with Khazanah's stake in Apollo?
A: This transaction is further realisation of Khazanah's interest in the regional healthcare sector and is in line with our investment in Apollo Hospitals last year.
We are pleased that Parkway has had a long working relationship with Apollo in the region and look forward to greater synergies from these relationships.
7. How does this transaction promote and ensure that the national and Bumiputera agenda objectives are maintained? Does this transaction resolve the issues relating to the ownership of the concession assets of Pantai?
A: The shareholders agreement provides for majority equity ownership for Khazanah, whilst it is intended that the operational and management responsibility for the hospitals will be governed through a management contract with Parkway that will be entered into at a later date.
Both Khazanah and Parkway are committed to comply with all Malaysian regulations and policies in relation to Pantai's concession assets, including in respect of the requirements for Bumiputera ownership and Bumiputera representation.
We believe the strategic interests of the nation will be protected in this manner and the commercial interests of Pantai and its investors -- including both major and minority investors -- will also be served with this partnership.
We also believe the proposed partnership with its linkages to leading regional and international players in this field will accelerate the development of private healthcare in
8. What will Parkway get from this deal?
A: We understand that Parkway views its partnership with Khazanah as being an ideal approach in tapping the opportunities in the Malaysian healthcare sector, given our shared belief in the strength and growth prospects of the Malaysian and regional healthcare markets.
Ownership and control
9. What is the effective stake in Pantai Holdings that will be held by Pantai Irama immediately after the acquisition of the Parkway stake in Pantai?
A: Pantai Irama will have a direct stake of approximately 35 percent in Pantai upon the acquisition of the Parkway stake in Pantai.
10. What will the structure of ownership and control be at Pantai? Who will have the final say in decision-making at the joint venture?
A: Each party will be given certain rights as part of this joint venture agreement. However, Khazanah will have a majority equity ownership, whilst operational and management responsibility for the hospitals will be governed through a management contract with Parkway, that will be entered into at a later date and be subject to Pantai shareholder approval.
It is intended that Khazanah, through Pantai Irama, will nominate the chairman of Pantai whilst the chief executive officer will be jointly nominated by Khazanah and Parkway, through Pantai Irama.
Parkway will have a 49 percent stake in the joint venture at the outset. In the event Pantai Irama's equity interest in Pantai exceeds 81.63 percent, Parkway would reduce its stake proportionately in Pantai Irama such that its effective equity interest in Pantai does not exceed 40 percent.
11. What are the terms of the management agreement with Parkway?
A: The management agreement has not been entered into as yet. The management agreement will be an arms-length commercial arrangement and will be subject to the approval of Pantai shareholders.
Valuations and pricing
12. How did Khazanah and Parkway arrive at the transaction price of RM2.65?
A: The price was reached after extensive negotiations with both parties and with both parties engaging its financial advisers.
Both parties agree that the price represents a fair valuation of the current position of Pantai and its future prospects.
13. How is Pantai Irama/Khazanah funding this transaction?
A: Pantai Irama will be funding this transaction from its shareholders and external debt financing whereas Khazanah will be funded through internally generated funds.
The PRESS RELEASE from Parkway Holdings Ltd., Singapore
Update:: Aug 29 06; 13:45hrs ;post From AWSJ; August 29, 2006
Malaysia Takes Control Of Health-Care Company; By HASAN JAFRI
KUALA LUMPUR, Malaysia -- Singapore's Parkway Holdings Ltd. will sell its direct stake in Pantai Holdings Bhd. to a Malaysian state-owned investment company for 394.9 million ringgit ($107.3 million), after Malaysian lawmakers demanded that the listed health-care company remain in local hands.
Parkway will sell its controlling 30.68% stake in Pantai to Khazanah Nasional Bhd. for 2.65 ringgit (72 U.S. cents) a share, 5.6% over Friday's close of 2.51 ringgit. As part of the deal, Parkway will take a 49% stake in a joint-venture company with Khazanah that will own all Pantai shares. Khazanah also said Pantai Irama Ventures Sdn. Bhd., the
joint-venture company, has bought 6.6% in Pantai and is making a general offer to buy its remaining shares.
Parkway last November became the controlling shareholder in Pantai when it bought the stake from a group of local businessmen for 311.6 million ringgit. The deal gave the private health-care operator access to one of
But members of the ruling United Malays National Organization earlier this year said the deal, though approved by regulators, violated Malaysia's race-quota requirements, which stipulate a company must be 30%-owned by majority ethnic Malays
GoTo TOP (Main Page)
posted by multidimid at 9:29 PM
0 Comments:
Post a Comment
<< Home