Takeover offer for Cycle & Carriage Bintang 'not fair but reasonable', says independent adviser

KUALA LUMPUR (Aug 15): The takeover offer for Cycle & Carriage Bintang Bhd (CCB) at RM2.70 per share is “not fair but reasonable”, independent adviser Kenanga Investment Bank Bhd (Kenanga IB) said in a circular to CCB’s shareholders on Monday (Aug 15).

The RM2.70 offer price by Jardine Cycle & Carriage Ltd (Jardine CCL) — the offeror — represents a discount of RM1.26 or 31.76% to the estimated revised net asset value (RNAV) per CCB share of approximately RM3.96.

“Therefore, we are of the opinion that the offer price is 'not fair' as the offer price is lower than the fair value per CCB share as indicated by the estimated RNAV. Holders would be forgoing the opportunity to fully realise their investments at the estimated RNAV per CCB share by accepting the offer at RM2.70 per offer share,” it said.

Having said that, Kenanga IB highlighted that shareholders should take note that the estimated RNAV represents the fair value of the CCB group’s assets with the deemed presumption that CCB is able to sell all its assets on a willing buyer-willing seller basis in the open market in the immediate to medium term at the indicative market values.

“Hence, there is no absolute assurance that CCB will be able to realise the full value of the estimated RNAV for each CCB share. Furthermore, there is no assurance that the share market would reflect the fair value of CCB shares in the future,” said the independent adviser.

While the offer is deemed “not fair”, Kenanga IB said the offer is “reasonable” based on the historical price of the CCB shares for the last 12 months up to the last trading date.

The independent adviser said the offer price of RM2.70 represents a premium of between two sen and 1.86 sen over the last traded market price of CCB shares on the latest practicable date (LPD) of RM2.68, and the five-market day volume weighted average market price of CCB shares up to and including the LPD of RM2.6814.

Besides that, taking into account the previous offers received by CCB, Kenanga IB said this offer is reasonable given that the offeror does not intend to maintain the listing status of CCB on the Bursa Main Market on top of the fact that the special resolution in respect of the selective capital reduction was not carried through at the extraordinary general meeting held then.

“The offeror [also] did not meet the acceptance level which would have enabled them to withdraw CCB’s listing status from the Official List or to invoke the provisions of subsection 222(1) of the CMSA [Capital Markets and Services Act] to compulsorily acquire any remaining CCB shares under the previous VO (unconditional voluntary takeover offer) from the then dissenting shareholders,” Kenanga IB added.

Therefore, Kenanga IB said that the offer represents an opportunity for the shareholders to realise their investment in the offer at RM2.70 each, which is a price higher than the previous offers.

The offer is also seen as reasonable because Jardine CCL has received valid acceptance under the offer amounting to 91.68 million shares, representing 91.001% of CCB shares as at Aug 5, and it does not intend to maintain the listing status of CCB on the stock exchange.

The independent adviser also highlighted that CCB shares are relatively illiquid as the average month trading liquidity of CCB shares of 4.9% is lower than the average trading liquidity of the consumer products and services sector for the past 12 months up to June 2022 of approximately 15.83%.

Accordingly, it advises the non-interested directors to recommend the holders to accept the offer.

CCB is principally involved in retailing of motor vehicles, sale of spare parts and servicing of vehicles.

Jardine CCL made a third attempt to take CCB private last month at a higher offer price of RM2.70 per share, up from RM2.40 in its previous bid last year.

CCB had received an unconditional voluntary takeover bid notice on July 14 from Jardine CCL, which already owns 90.66 million shares or an 89.994% stake in CCB as of July 12, to acquire the remaining 10.08 million shares in the company. The offer is valued at RM27.22 million at RM2.70 per share.

Jardine CCL was unsuccessful with its takeover bid last year as it only managed to increase its stake from 66.47% to 88.04% despite extending the offer period three times.

Jardine CCL's first attempt to take CCB private in November 2019 was through a proposed selective capital reduction (SCR) and repayment at RM2.20 per share.

At the time of writing on Monday, CCB shares were unchanged at RM2.70, with a market capitalisation of RM272.01 million. The counter has risen 25.58% year-to-date from RM2.15.