小股东大权利/万年船
森那美购合顺势在必行/万年船
森那美（SIME）并购合顺（UMW）的个案，是少见的集团联姻。两者都是国民投资机构（PNB）旗下的公司。
其中，国民投资机构直接和间接持有合顺61.18%，这也就是森那美想要收购的股份；而这家官联机构亦直接和间接持有森那美42.84%股权。
森那美建议以每股5令吉现金收购，需要花费大约35.74亿令吉。看样子好像是钱从左口袋放进右口袋，没什么分别，事实上，文章可大了。
如果把这个并购当作是国民投资机构的一笔大套现，一旦批准，国民投资机构实际上脱售了一家公司的股权，得到35.74亿令吉现金进账，在经济不稳定的时刻，无疑的给自己增设了一大笔弹药，可以充当攻防的重要设备。
不但如此，合顺一个转身，投入森那美的怀抱，但是，森那美却又由国民投资机构控制，现金套出来了，公司股权还是牢牢控制在自己（另一家子公司）手中。这一石二鸟之计，果然了得！
同时，森那美可以进一步献议强制收购合顺，增加控制权。以5令吉来向其他小股东收购，价钱是否公道，这是见仁见智的问题。不过，小股东们大多数不舍得放弃合顺。因为长久以来，合顺的业绩稳健；而基于其大股东国民投资公司乐于获得合顺的股息回馈，合顺在派发股息因而大方，回酬都高于一般的水平，属于股民心爱的一只优质股。
股东决定收购成败
在本周四（16日）的股东特大中，股东将决定这项收购是否成行。国民投资机构和相关人士由于属于关联方，将不被允许参与投票。此外，公积金局作为两家公司的大股东（分别持有森那美14.77%和合顺10.05%），也被禁止投票表决，成了此次并购的小插曲。因此，小股东在这一次的并购，起了关键性的作用。
犹记得6年前（2017年）森那美建议分拆公司，由一家老字号变成三家，分别持有种植、产业以及其他的业务。这个拥有“其他业务”的公司，就是沿用至今的“森那美”，也就是进行并购合顺的主角。
合顺拥有丰田的品牌经销权，更持有第二国产车的38%股权，森那美在并购合顺之后，会不会想进一步染指第二国产车呢，让人充满幻想。
无论如何，一旦股东们批准了特别大会的议案，预料公积金局（14.77%）和退休金局83.8（7.84%）也会接受认购，森那美的股权将增加到83.8%，离除牌的90%只是数巴仙之遥。小股东想要拒绝接受收购，只怕能力有所不及。
免责声明
本栏纯属学术上或经验上建议，读者若有兴趣投资，应该自行深入研究或询问股票经纪才决定，盈亏自负。我们鼓励通过正确的投资方式创造财富。作者言论不代表《南洋商报》立场。
https://www.enanyang.my/名家专栏/森那美购合顺势在必行万年船
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Sime Darby Acquisition of UMW is Inevitable
The merger of Sime Darby (SIME) and UMW (UMW) is a rare group marriage. Both are companies owned by Permodalan Nasional Bhd (PNB).
Among them, National Investment Corporation directly and indirectly holds 61.18% of UMW, which is the share Sime Darby wants to acquire; and this government-linked institution also directly and indirectly holds 42.84% of Sime Darby's shares.
Sime Darby proposed a cash acquisition of RM5 per share, which would cost approximately RM3.574 billion. It looks like money is transferred from the left pocket to the right pocket. There is no difference.
If this merger and acquisition is regarded as a large cash-out for PNB, once approved, PNB actually sold off the equity of a company and received a cash income of RM3.574 billion. At this time of economic instability, it will undoubtedly provide itself with a large amount of ammunition, which can serve as important equipment for offense and defense.
Not only that, UMW turned around and fell into the arms of Sime Darby. However, Sime Darby was controlled by National Investment Corporation, and the cash was withdrawn. The company's equity was still firmly controlled by itself (another subsidiary). This two-bird-with-one-stone plan is indeed a great one!
At the same time, Sime Darby can further propose a compulsory acquisition of UMW to increase its control. Whether the purchase price of RM5 from other small shareholders is fair or not is a matter of opinion. However, most small shareholders are reluctant to give up UMW. Because UMW's performance has been stable for a long time; and because its major shareholder, National Investment Corporation, is willing to receive dividends from UMW, UMW is generous in distributing dividends and its returns are higher than the average level. It is a high-quality stock that is loved by shareholders. share.
At this Thursday's (16th November 2023) EGM, shareholders will decide whether the acquisition will go ahead. National Investment Corporation and related persons will not be allowed to participate in the voting as they are related parties. In addition, the Provident Fund Board, as the major shareholder of the two companies (holding 14.77% of Sime Darby and 10.05% of UMW respectively), was also prohibited from voting, which became an episode in the merger. Therefore, retailers will play a key role in this merger and acquisition.
I still remember that 6 years ago (2017) Sime Darby proposed to split the company from one time-honored brand to three, holding plantation, property and other businesses respectively. This company with "other businesses" is still used today as "Sime Darby", which is also the protagonist of the merger and acquisition of UMW.
UMW owns the Toyota brand distribution rights and also holds a 38% stake in Perodua. After acquiring UMW, it is a full of fantasy whether Sime Darby will want to further get involved in Perodua.
In any case, once shareholders approve the resolution of the EGM, it is expected that the Provident Fund Board (14.77%) and the Pension Board 83.8% (7.84%) will also accept subscriptions, and Sime Darby’s shareholding will increase to 83.8%, leaving the delisted 90%. It is only a few cents away. If retailers want to refuse to accept the acquisition, they are afraid that they are not capable enough to do so.
2023-11-14 11:34