JG Summit extends UIC offer to Dec 2 due to lukewarm response

JG Summit Holdings Inc., the listed investment holding company of tycoon John Gokongwei, will extend its offer for Singapore-based property and manufacturing unit United Industrial Corp. (UIC) to Dec. 2 due to lackluster investor response.

In a disclosure to the Singapore Stock Exchange, JG Summit said it had acceptances for only 2.9 million shares, equivalent to only 0.21 percent of UIC.

It needs acceptances for 20 percent of the company for it to acquire majority control.

JG Summit, which owns slightly more than 30 percent of UIC, last month made an offer to buy the remaining shares of UIC for S$1.09 per share.

The company, however, has not made any move to increase its offer which was viewed as "not fair from a financial standpoint" by JG Summit’s independent financial adviser Merrill Lynch, as it is 22 percent below the Singapore property firm’s revalued net tangible asset (NTA) per share of S$1.40. This compares unfavorably with property company acquisitions in Singapore where the discount to NTA averaged seven percent.

Merrill Lynch also said shareholders could get a better price for their shares on the open market, where UIC last changed hands at S$1.17 each.

UIC’s main asset is its 72-percent stake in Singapore Land Ltd. , one of the largest landlords in Singapore’s central business district.

JG Summit, through offshore subsidiary Telegraph Developments Ltd. secured last month a $220-million loan from Oveseas-Chinese Banking Corp. Ltd. to help finance its $1-billion offer for UIC.

JG Summit made the offer after acquiring an additional 50,000 UIC shares at S$1.09 per share, raising its stake to 30.0008 percent from 29.99 percent, triggering a mandatory tender under Singapore law.

Under Singapore rules, a buyer is required to make a general offer for shares in a company if it has accumulated more than 30 percent of that company.

UIC’s main asset is its controlling stake in Singapore Land Ltd., one of the biggest office landlords in the city-state’s central business district.

JG Summit, on the other hand, has investments in property development, retail, food manufacturing, banking, petrochemicals, telecommunications, and the airline business.

Should the offer succeed or become unconditional, which means JG Summit’s stake breaches 50 percent, it will also be required under Singapore rules to make a separate takeover offer for SingLand.

The offer for SingLand will be at S$5.50 per share.