KUALA LUMPUR: The boards of QSR Brands Bhd and KFC Holdings (M) Bhd (KFCH), which have accepted the joint takeover offer by Johor Corp (JCorp) and CVC Capital Partners Asia III Ltd, are not seeking any alternative bids for the sale of their assets and liabilities.
The statements by both companies to not invite alternative bids will put to rest speculations on possible counter bids for the fast food chain assets.
The latest announcements also clear doubts that the joint offers to take control of the country’s largest fried chicken chain would be able to meet the tight deadline of just seven days after the offer was made.
In separate announcements to Bursa Malaysia yesterday, both QSR and KFCH said their independent directors had agreed to accept the takeover offer made by Massive Equity Sdn Bhd (MESB).
However, both companies noted that the takeover offers are subjected to “further negotiations and mutual agreement on terms and conditions to be incorporated into the definitive sale and purchase agreement”.
MESB is a special purpose vehicle created to undertake the take-over exercise to acquire all assets and liabilities in QSR and KFCH. The shareholders of MESB are Triple Platform Sdn Bhd, a wholly-owned subsidiary of JCorp, with a 51% stake and Melati Asia Holdings Ltd, a wholly-owned unit of CVC Capital Partners, with 49%.
Currently, JCorp owns a 57.05% stake in Kulim (M) Bhd, which in turn holds 58.68% of QSR. QSR is the major shareholder of KFCH with a 50.64% equity stake.
MESB is offering RM6.80 cash per share for QSR Brands, and RM3.79 for the company’s warrants. Meanwhile, the SPV offered to buy the assets in KFCH at RM4 per share and RM1 for all its outstanding warrants.
Upon completion of the takeover exercise, both QSR and KFCH will become empty shell companies, and the two companies intend to return the bulk of the sale proceeds to shareholders through capital repayment exercises.
“The board intends to return the cash to all the shareholders and warrant holders of KFCH via a capital repayment exercise,” said KFCH.
However, some quarters said it remained to be seen how much of the cash proceeds would be returned to shareholders.
Both companies have appointed OSK Investment Bank Bhd as the main adviser for the proposed disposal and proposed capital repayment.
They have also appointed Affin Investment Bank Bhd as the independent adviser to advise the non-interested directors and non-interested shareholders and warrant holders of QSR and KFCH on the fairness and reasonableness of the proposals.
Both QSR and KFCH’s share price jumped after the announcements on the joint takeover. QSR closed at RM6.40, while KFCH finished at RM3.74 yesterday.
This article appeared in The Edge Financial Daily, December 22, 2011.
The statements by both companies to not invite alternative bids will put to rest speculations on possible counter bids for the fast food chain assets.
The latest announcements also clear doubts that the joint offers to take control of the country’s largest fried chicken chain would be able to meet the tight deadline of just seven days after the offer was made.
In separate announcements to Bursa Malaysia yesterday, both QSR and KFCH said their independent directors had agreed to accept the takeover offer made by Massive Equity Sdn Bhd (MESB).
However, both companies noted that the takeover offers are subjected to “further negotiations and mutual agreement on terms and conditions to be incorporated into the definitive sale and purchase agreement”.
MESB is a special purpose vehicle created to undertake the take-over exercise to acquire all assets and liabilities in QSR and KFCH. The shareholders of MESB are Triple Platform Sdn Bhd, a wholly-owned subsidiary of JCorp, with a 51% stake and Melati Asia Holdings Ltd, a wholly-owned unit of CVC Capital Partners, with 49%.
Currently, JCorp owns a 57.05% stake in Kulim (M) Bhd, which in turn holds 58.68% of QSR. QSR is the major shareholder of KFCH with a 50.64% equity stake.
MESB is offering RM6.80 cash per share for QSR Brands, and RM3.79 for the company’s warrants. Meanwhile, the SPV offered to buy the assets in KFCH at RM4 per share and RM1 for all its outstanding warrants.
Upon completion of the takeover exercise, both QSR and KFCH will become empty shell companies, and the two companies intend to return the bulk of the sale proceeds to shareholders through capital repayment exercises.
“The board intends to return the cash to all the shareholders and warrant holders of KFCH via a capital repayment exercise,” said KFCH.
However, some quarters said it remained to be seen how much of the cash proceeds would be returned to shareholders.
Both companies have appointed OSK Investment Bank Bhd as the main adviser for the proposed disposal and proposed capital repayment.
They have also appointed Affin Investment Bank Bhd as the independent adviser to advise the non-interested directors and non-interested shareholders and warrant holders of QSR and KFCH on the fairness and reasonableness of the proposals.
Both QSR and KFCH’s share price jumped after the announcements on the joint takeover. QSR closed at RM6.40, while KFCH finished at RM3.74 yesterday.
This article appeared in The Edge Financial Daily, December 22, 2011.
