SINGAPORE (April 10): OCBC recommends shareholders accept HNA’s $2.33 offer price once the voluntary general offer (VGO) is made upon meeting the pre-conditions.
OCBC says the offer price, which represents a 19.5% premium to its $1.95 fair value, is attractive and a good opportunity for shareholders to unlock value.
“HNA intends to delist CWT once public float falls below 10%,” says lead analyst Eugene Chua in a Monday note.
On Sunday night, HNA Holding Group Co. announced that it will make a voluntary general offer to acquire CWT for $2.33/share in cash, subject to the fulfilment or waiver of pre-conditions.
(See also: CWT gets $2.33 per share offer from HNA; acquisition deal valued at $1.4 bil)
This values CWT at about $1.4 billion.
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The offer price also represents 12.6% premium to last close on Friday of $2.07.
CWT shareholders who accept the offer will also be entitled to retain the FY16 proposed final dividend of 3 cents/share payable on May 17.
For the VGO to be made, all pre-conditions must be fulfilled or waived by HNA by Sept 9.
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The conditions include anti-trust approvals from various countries including China, the EU and Japan, approval from HNA shareholders as well as the absence of material adverse events.
HNA also announced that CWT shareholders with an aggregate of 65.1% stake in CWT have given their irrevocable written undertakings to tender their shares upon HNA making the VGO.
This includes the largest shareholder, C&P Holdings, with 31.9% stake in CWT.
The VGO is also conditional upon HNA receiving acceptances of more than 50% stake in CWT, but will be met with the shareholders’ undertaking to accept.
CWT shareholders should also take note that if any dividend, right or other distribution or return of capital, other than the FY16 proposed final dividend is made after yesterday’s announcement, HNA reserves the right to reduce the offer price of $2.33 by an amount equivalent to such action.
HNA intends to delist CWT once public float falls below 10%.
