KUALA LUMPUR: United Malacca Bhd
's independent adviser has recommended that shareholders reject the RM6.10-per-share mandatory takeover offer by Prosper Trading Sdn Bhd, describing it as "not fair and not reasonable".
MainStreet Advisers Sdn Bhd said the offer price represented a RM3.93 or 39.18% discount to United Malacca's estimated revalued net asset value (RNAV) of RM10.03 per share.
In an independent advice issued on Thursday, MainStreet said the offer also represented an 18.12% discount to the plantation group's latest unaudited net asset value of RM7.45 per share as at July 31, 2026.
Based on its RNAV valuation, MainStreet estimated United Malacca's value at RM2.1bil.
Although the RM6.10 offer represented a premium of between 2.15% and 6.28% over the company's historical market prices and volume-weighted average prices before the offer announcement, MainStreet maintained that the offer was not fair.
It also considered the offer unreasonable as the joint ultimate offerors intended to maintain United Malacca's listing on Bursa Malaysia.
The offerors also did not intend to compulsorily acquire the remaining shares even if the relevant statutory conditions were met.
As such, shareholders who reject the offer would be able to retain their shares and continue participating in the company's future performance and dividends.
United Malacca's non-interested directors, excluding Ong Keng Siew, concurred with MainStreet's assessment and recommended that shareholders reject the offer.
The conditional mandatory takeover offer was triggered after Prosper Trading acquired 28.19 million United Malacca shares, representing a 13.44% stake, from Great Eastern Life Assurance (Malaysia) Bhd for RM171.93mil on Oct 12.
The acquisition increased the collective shareholding of Prosper Trading, joint ultimate offerors Tee Kim Tee and Tee Cheng Hua, and persons acting in concert from 34.22% to 47.66% at the time.
The offer also addresses an outstanding mandatory takeover obligation arising from September 2024, when their collective shareholding first exceeded the 33% threshold.
As at Nov 5, the offerors and persons acting in concert collectively held 47.23% of United Malacca.
The offer is conditional upon them securing acceptances that would raise their aggregate shareholding to more than 50%.
The offer will remain open until 5pm on Nov 23, unless extended or revised.
