MMC to raise stake in NCB to 83.55%, make general offer

PETALING JAYA: MMC Corp Bhd proposes to acquire a 53.42% equity interest in NCB Holdings Bhd from Permodalan Nasional Bhd (PNB) and AmanahRaya Trustees Bhd for RM1.105 billion, triggering a mandatory general offer (MGO).
In a filing with Bursa Malaysia yesterday, MMC Corp and its subsidiary MMC Port Holdings Sdn Bhd announced that it had entered into a conditional sale of shares agreement with PNB and AmanahRaya Trustees whereby MMC Port will acquire 251.2 million NCB shares at RM4.40 per share.
The move will see MMC Corp's interest in NCB rise from 30.13% to 83.55%.
An MGO will be made for 16.45% of the issued and paid-up share capital of NCB at an offer price of RM4.40 per share to be satisfied by cash. The maximum consideration for the MGO is RM340.506 million.
MMC Corp does not intend to maintain the listing status of NCB on the Main Market of Bursa Malaysia Securities. The two major business segments of NCB Group are port and logistics operations.
"The proposed acquisition is in line with the initiative of the board to make further strategic investment in MMC Corp's core business of ports and logistics division, to strengthen the financial position of MMC and its subsidiaries," said MMC Corp.
The group expects the proposed acquisition to contribute positively to its future earnings and will help in maintaining its position as a key player in the port industry in Malaysia as well as providing a good opportunity for the group to further strengthen its foothold in NCB.
Of the total purchase consideration for the proposed acquisition, RM1.089 billion will be paid to AmanahRaya Trustees while the balance RM15.415 million will be paid to PNB. Both the proposed acquisition and MGO will be fully funded with bank borrowings.
The proposals are subject to the approval of shareholders of MMC Corp. The proposed MGO is conditional upon the proposed acquisition but not vice-versa. Applications to the relevant authorities in relation to the proposals will be made within two months. The transactions are expected to be completed by the first quarter of 2016.
RHB Investment Bank has been appointed principal adviser to MMC Corp for the proposals while Hong Leong Investment Bank has been appointed by the non-interested directors of MMC Corp to act as the independent adviser on the proposed acquisition.