Posted by ChloeTai > 2023-11-14 11:34 | Report Abuse

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 However, Sime Darby was controlled by National Investment Corporation, and the cash was withdrawn.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.