PETALING JAYA: Gateway Development Alliance Sdn Bhd (GDA), a Khazanah Nasional Bhd-led consortium, has revised the acceptance condition for its takeover offer for Malaysia Airports Holdings Bhd
(MAHB), lowering it from 90% to 85% to trigger index fund acceptance and expedite the completion of the takeover.
The consortium has also extended the closing date of the offer from Jan 24 to Feb 4, 2025.
However, the cash offer price of RM11 per share remains unchanged, representing a 44% premium to MAHB’s share price of RM7.64 as of Jan 19, 2024.
In a statement, AmInvestment Bank said as of Jan 17, the consortium had received acceptances amounting to 86.5% of MAHB’s total issued shares, exceeding the newly revised threshold of 85%.
The total comprised 41% of MAHB shares that were already held by the offerors prior to the offer in addition to 45.6% of shares tendered by shareholders who accepted the offer as of Jan 17.
Shareholders who had accepted the offer could withdraw their acceptances until Jan 28, 2025, in accordance with the offer’s revised terms.
AmInvestment Bank confirmed that the consortium – which also includes the Employees Provident Fund (EPF), Abu Dhabi Investment Authority (Adia) and Global Infrastructure Partners (GIP) – planned to delist MAHB from Bursa Malaysia upon meeting regulatory requirements.
In a separate statement, GDA expressed confidence that the total acceptances would exceed 90%, cementing its plans to privatise and delist MAHB.
“The offer price of RM11 is final and will not be revised further,” the consortium noted in a separate statement.
According to GDA, 85% is the level at which it expects MAHB to be removed from MSCI and other indices, “thereby triggering acceptances from index funds for the shares they control that are yet to be tendered into the offer.”
“GDA wishes to remind shareholders who have yet to accept the offer that there will be reduced liquidity once MAHB is removed from the indices and that they run the risk of holding unlisted shares,” it said.The consortium also reiterated its view that MAHB’s operational and financial underperformance would continue if it remains listed.
It said the transformation of MAHB is best undertaken as a private entity, supported by strategic and financial investors able to take a long-term approach to decision-making and capital investment
“The transformation, which will benefit wider Malaysia, requires substantial capital expenditure to both remediate MAHB’s ageing and failing infrastructure, as well as to support expansion.” it added.
“Against a decade-long backdrop of lagging performance versus regional peers, shareholders should have no doubt about the challenges that MAHB faces and that its ability to pay dividends in the future will be greatly reduced by this upcoming capital expenditure requirement.”
If the takeover goes through, the consortium will delist MAHB.
Khazanah will be the single largest shareholder with a 40% stake in the consortium, while the EPF will hold 30%.
GIP and Adia will have a combined effective 30% stake in MAHB through a joint venture.
