2010/11/24

Suncity and Sunway Merge

SUNWAY CITY BERHAD
Stock Name
:
SUNCITY
Date Announced
:
24/11/2010



Type
:
Announcement
Subject
:
SUNWAY CITY BERHAD (“SUNCITY” OR “COMPANY”)
OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES OF SUNCITY (“OFFER”)

Contents
:
Reference is made to the announcement by SunCity dated 23 November 2010.

On behalf of the Board of Directors of SunCity (“Board”), CIMB Investment Bank Berhad and RHB Investment Bank Berhad wish to announce that the Board has today, received a letter from Sunway Sdn Bhd (formerly known as Alpha Sunrise Sdn Bhd) (“Newco”), which sets out Newco’s offer to acquire all of the business and undertaking of SunCity as carried on by SunCity as at the date hereof, including all Assets and Liabilities of SunCity as at Completion (“SunCity Business”) at an aggregate purchase consideration (“Offer Price”):

(i) equivalent to RM5.10 per ordinary share of RM1.00 each in SunCity (“SunCity Share”) multiplied by the total outstanding SunCity Shares (less treasury shares, if any) at a date to be determined later;

(ii) equivalent to the Black-Scholes valuation based on RM5.10 per SunCity Share and calculated by applying all the relevant variables as at 22 November 2010 for the options issued under SunCity’s employees’ share option scheme (“ESOS options”), multiplied by the total outstanding number of ESOS options issued (for every issue of the ESOS options, batched by their respective conversion prices). The Black-Sholes values for the ESOS options range from RM0.96 to RM4.10 per ESOS option (subject to the respective conversion price of the options); and

(iii) equivalent to the Black-Scholes valuation based on RM5.10 per SunCity Share and calculated by applying all the relevant variables as at 22 November 2010, being RM1.29 per warrant of SunCity (“Warrant”), multiplied by the total outstanding number of Warrants in issue at a date to be determined later.

Further details of the Offer are set out in the said letter and a copy of the said letter is attached herewith.

The Offer is a related party transaction pursuant to Chapter 10 of the Listing Requirements of Bursa Malaysia Securities Berhad. Therefore, the Offer will only be deliberated by the non-interested directors of SunCity. The interested directors of SunCity will abstain and will continue to abstain from deliberations and voting at the relevant Board meetings of SunCity in respect of the Offer. An independent adviser will also be appointed to advise the non-interested directors and non-interested shareholders of SunCity.

The Board will deliberate on the said letter and decide on the next course of action. Accordingly, a further announcement will be made in due course.

This announcement is dated 24 November 2010.

Offer letter (SunC).pdf

Offer letter 的英文看到歪歪眼睛大大,就只捉到Sunway Sdn Bhd (formerly known as Alpha Sunrise Sdn Bhd) (“Newco”)出价RM5.10收购 Suncity。

其余资料还是参考老虎大大short point更快。


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9 条评论:

  1. 歪歪为何你会觉得好像是用RM5800来换RM2800呢?请你看清楚offer letter,你会拿现金,同时你也会拥有新公司的股票。20%的现金等于RM1020,剩下的80%会给你新公司的股票,每一股价值RM2.80,等于你会拥有大约1457股。1457股xRM2.80=RM4080。你拥有的股票和现金总共加起来等于RM5100。如果你要从市场买新公司的股票,那你就要冒险它可能第一天就起超过RM2.80。

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  2. 除了新公司的股票和现金之外,你还会拥有新公司派发的凭单,如果我是你,我一定会接受。如果你觉得现金+新股+凭单还不够,那你还是在市场上卖掉你的Suncity吧,今天的价格因该会保持在RM4.80-RM5.00吧。

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  3. 投资船长别激动;

    那么是说,用一张RM5.10 SUNCITY来换取 80%的NEWCO,还有20%的现金。

    我昨天是误解为是用一张RM5.10 的SUNCITY换一张价格RM2.80的NEWCO,再扣RM2.80的20%给于现金。

    所以,才会觉得倒不如先卖出RM5.10,到时候等新公司上司,再在市场以RM2.80的价格买进NEWCO。

    所以,如果是如投资船长说的,我也会选择要NEWCO。因为换回来的也是RM5.10的股票。而且还是合拼两家赚钱公司SUNCITY+SUNWAY,更值得收。

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  4. now i saw the trade still just RM4.65, if today buy from open market, then sure earn is it ?

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  5. just can say, since the offer price Rm5.10, RM 5.10 minus the buying cost, the remain is profit.

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  6. 不好意思,我是有点过激了,因为担心歪歪把好公司给放弃了 :)

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  7. Theoretically,you are right. There is arbitrage opportunity. But the fact is, u may still face certain risk such as the offer may lapse if shareholder doesn't accept it or the newco's share price may depreciate on the first day when it listed.

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  8. 当我买股票,只想自己什么要买,而不是去想别人怎么想。

    我喜欢SUNCITY的发展,而现在单看业绩,不管是SUNCITY还是双威,业务都在赚大钱,所以对我来说,只要是以RM5100换回同样价值的东西,我会要。虽然是由原本的零负债SUNCITY,变成负债5亿NEWCO。

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  9. 想请问各位前辈,如果买的是suncity-wa 或sunway-wa, 被收购回去时也会照比例分配新公司股票、现金及凭单吗?英文看不全懂,想确定一下!谢谢!

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