KUALA LUMPUR: Sunway Bhd
is proposing a conditional voluntary take-over offer to acquire all shares in IJM Corp Bhd at RM3.15 per share, valuing the construction and property group at about RM11bil if the offer is fully accepted.
In a filing with Bursa Malaysia, Sunway said the offer targets 3.505 billion IJM shares in issue (excluding treasury shares).
Sunway does not currently own any IJM shares.
Under the proposed take-over offer, shareholders who accept the offer will receive RM0.315 in cash for every IJM share (10% of the offer price) and RM2.835 (90%) in the form of new Sunway shares, to be issued at RM5.65 each.
For illustration, an IJM shareholder with 1,000 shares would receive RM315 in cash and 501 new Sunway shares.
Sunway said the cash consideration will be rounded down to the nearest whole sen while fractions of a consideration share will be rounded down to the nearest whole consideration share.
The offer is conditional on Sunway receiving acceptances that result in it holding more than 50% of IJM’s voting shares by the closing date.
It also requires, among others, Bursa Securities’ approval for the listing and quotation of the new Sunway shares, as well as Sunway shareholders’ approval at an extraordinary general meeting.
Sunway said the RM3.15 offer price represents a premium of 14.55% to 27.99% over IJM’s last traded price and various volume-weighted average market prices up to Jan 9.
“The proposed offer is envisaged to bring together the strengths and capabilities of Sunway and IJM.
“Given the prevailing macro-economic conditions, it is timely for industry players to collaborate through resources and capabilities sharing with the aim to strengthen performance and sustainability of operations,” Sunway said.
It said the deal would create a larger property and construction group in Malaysia, positioning Sunway as a national champion with regional scale, while allowing it to consolidate IJM’s earnings and expand the Sunway Group’s operations.
In the event IJM fails to meet Bursa Securities’ public shareholding spread requirement following the offer, Sunway said it does not intend to take steps to address any shortfall and may seek to delist IJM via available routes.
If acceptances reach at least 90% of the offer shares (excluding any shares held by Sunway and parties acting in concert), Sunway intends to invoke the compulsory acquisition provisions under the Capital Markets and Services Act 2007 to acquire the remaining shares.
“The total consideration will be funded by the cash consideration and issuance of the consideration Shares. The cash consideration will be funded by the Sunway Group through borrowings and/or internally generated funds,” Sunway said.
Sunway said it intends to continue IJM’s existing businesses, with IJM maintained as a separate subsidiary within the Sunway Group.
Subject to full acceptance of the offer, an integration steering committee will be formed to review operations and identify synergies, including centralised procurement, streamlined processes and resource sharing to enhance efficiency and long-term growth.
It added that it has no current plans to make major changes to IJM’s business structure or to dispose of key assets, although non-core assets may be rationalised where appropriate following a detailed post-acquisition review.
“The company has no current plans to dismiss or make redundant employees of the IJM Group as a direct consequence of the proposed offer,” it said, adding that any workforce changes would be carried out in accordance with applicable laws and employment terms.
