DJ 2nd UPDATE: Fraser & Neave Sees $7.2 Billion Offer As 'Not Compelling' -Source
10 Oct 2012 14:02
By P.R. Venkat and Chun Han Wong
SINGAPORE--Fraser & Neave Ltd. (F99.SG) sees a $7.2 billion offer by a Thai billionaire for the Singapore conglomerate as "not compelling," a person with knowledge of the deal said, indicating that the board may reject the offer at a meeting Thursday.
F&N's adviser on the proposal, J.P. Morgan Chase & Co., has said the offer from Thai tycoon Charoen Sirivadhanabhakdi to buy the shares in the Singaporean conglomerate that he doesn't already own is "fair, but not compelling," the person said.
Last month, Mr. Charoen made an offer through unlisted entity TCC Assets to buy F&N shares at S$8.88 apiece. Mr. Charoen now owns 33.50% of F&N through TCC Assets and his Singapore-listed company Thai Beverage PCL (Y92.SG).
F&N, which was first set up in 1883 as a publishing company, has been the subject of one of the most complicated takeover battles in Southeast Asia. Last month, its shareholders approved a $4.5 billion offer by Dutch brewer Heineken NV (HEIA.AE) to acquire F&N's 39.7% stake in Asia Pacific Breweries (A46.SG), the maker of Tiger beer, bringing to a close a battle for the stake that had lasted nearly two months.
Mr. Charoen had complicated Heineken's plans by building up stakes in F&N and acquiring minority interests in Asia Pacific Breweries through his son-in-law, but later agreed to support Heineken's bid and then focused on getting the other pieces of F&N.
A rejection by the board would mean that Mr. Charoen would have to come up with a higher price. The Thai billionaire's S$8.88 offer expires Oct. 29. F&N's share price has mostly traded above Mr. Charoen's offer price since September, indicating that the market expects him to raise his offer.
TCC Assets and ThaiBev declined to comment.
Earlier in the day, F&N said that it rejected an unsolicited $1.1 billion offer to buy its hospitality and serviced-residence assets. It didn't identify the bidder, but people with knowledge of the deal said that a property unit of Indonesia's Lippo Group, Overseas Union Enterprise Ltd. (LJ3.SG), was behind the bid.
Analysts say that the $1.1 billion bid suggests that Mr. Charoen's offer undervalues F&N.
Jonathan Foster, director of global special situations at Religare, said that Mr. Charoen's offer "fundamentally undervalues the company," which Mr. Foster values as high as S$12.15 a share.
Though Mr. Charoen's initial focus was on Fraser & Neave's beer assets, people who know the Thai billionaire say he now has his eye on F&N's property portfolio and a regional distribution network that is driven by a soft-drinks business.
Analysts have said those assets could help Mr. Charoen create a business that doesn't rely on shipping a huge volume of rice-liquor to rural Thailand.
A successful takeover of F&N would see Mr. Charoen gaining control of properties in Singapore, China, Australia and New Zealand and also give him non-alcoholic brands like the 100plus isotonic drink as well as other soft drinks and dairies.
One of the people said Wednesday that Mr. Charoen's offer also needs to give a fair valuation of Fraser & Neave's beer business in Myanmar, which it set up in 1994.
F&N shares are now trading at S$8.93 a share, 0.6% higher than Mr. Charoen's offer.
