Yee Lee Corp takeover not fair but reasonable


Yee Lee Corp products

KUALA LUMPUR: The takeover offer for Yee Lee Corp Bhd, which trades in edible oil, at RM2.06 a share is “not fair” but “reasonable”, according to the board and independent adviser to the minority shareholders.

In its independent advice circular issued on Friday, the board, including the non-interested directors, said the offer was not fair, as the offer price represents a discount of RM1.43 to RM1.54 or 40.97% to 42.78% to the estimated fair value of Yee Lee shares of between RM3.49 and RM3.60.

However, the board said the offer was reasonable as the joint offerors hold 176.04 million shares, or 91.88% of the issued shares in Yee Lee.

This is above the 90% threshold that is needed to withdraw its listing status or to undertake a compulsory acquisition of the company.

“Consequently, Yee Lee is currently not in compliance with the public spread requirement as the public shareholding spread of Yee Lee is only 8.12%. The joint offerors will not take any steps to address the shortfall in the public shareholding spread, ” it said.

The closing date is at 5pm on June 23.

To recap, on May 12, Yee Lee Corp Bhd’s major shareholders, which then owned a combined 89.94% stake in the company, launched a voluntary takeover to acquire the remaining shares at RM2.06 per share.

The voluntary takeover offer was from its executive chairman Datuk Lim A. Heng @ Lim Kok Cheong, Datin Chua Shok Tim @ Chua Siok Hoon, Lee Ee Young and Langit Makmur Sdn Bhd. Lim is also chairman of Spritzer Bhd.

Yee Lee’s board said the offer price was 3.52% to 5.64% over the five-day, one-month and three-month volume weighted average prices of Yee Lee shares.

However, the offer price was 1.44% to 9.65% below the six-month and 12-month VWAPs of Yee Lee shares.

The board said the offer provides the holders with an exit opportunity to realise their investment in the shares compared to various closing prices.

“Notwithstanding the above, we are of the view that the offer is Not Fair, as the offer price represents a discount of RM1.43 to RM1.54 or 40.97% to 42.78% to the estimated fair value of Yee Lee shares of between RM3.49 and RM3.60, ” it said.

However, the offer was reasonable as the joint offerors hold 91.88% of the issued shares in Yee Lee.

“Consequently, Yee Lee is currently not in compliance with the public spread requirement, ” the board said.

The board added that the offer was not fair but reasonable and recommended the holders accept the offer. The non-interested directors also concurred with its opinion.

Affin Hwang Capital Investment Bank, which is the independent adviser to the minority shareholders, also shared the same viewpoints.

“The above, the offer price represents a discount of RM1.43 to RM1.54 or 40.97% to 42.78% to the estimated fair value of Yee Lee Shares of between RM3.49 and RM3.60.

“Premised on our overall assessment of the offer price, we are of the view that the offer price is not fair, ” it said. However, the offer is reasonable as the joint offerors hold 91.88% of the issued shares and Yee Lee is currently not in compliance with the public spread requirement.

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