Posted by cricketlast > 2018-03-12 00:23 | Report Abuse

Guys,

Extract from a legal website on the privatisation regulation of a listed company:

De-listing
22. What action is required to de-list a company?
The target is allowed to de-list where a takeover offer has resulted in 90% or more of the listed shares being held by the bidder or its PACs. However, in cases where the bidder and its PACs do not hold 90% or more of the listed shares, the target is only permitted to request de-listing where:
The target convenes a general meeting to obtain approval from its shareholders and sends a circular, in the prescribed form, to the shareholders. A separate meeting and circular may be necessary for holders of any other class of listed securities.
The resolution for withdrawal is approved by a majority in number representing 75% of the value of the shareholders (and holders of any other class of listed securities) present and voting either in person or by proxy at the meeting. The proportion of shareholders or holders of other classes of listed securities objecting to the withdrawal at the meeting must not be more than 10% in value.
The shareholders (and holders of other classes of listed securities) are offered a reasonable cash alternative or other reasonable alternative for their shares (exit offer).
An independent adviser has been appointed to advise and make recommendations to the shareholders (and holders of other classes of listed securities) in connection with the de-listing as well as the fairness and reasonableness of the exit offer.
If the bidder has achieved acceptances rendering the offer unconditional, but falls short of the compulsory purchase threshold, the bidder will have to launch a second takeover offer to satisfy the exit offer requirement (see Question 20, Compulsory purchase of minority shareholdings).

website:
https://uk.practicallaw.thomsonreuters.com/0-502-1894?transitionType=Default&contextData=(sc.Default)

Summary:
1) to take private MBMR, UMW will need 90% interest.
2) if not, have to do a general meeting and get 75% voting rights to take it private. AND not more than 10% of the shareholders reject the privatisation proposal.

Thx

Posted by tonylim > 2018-03-12 01:14 | Report Abuse

correct

Posted by Lau333 > 2018-03-12 05:42 | Report Abuse

The deal is between UMW as the purchaser and Med Bumikar & Central Shore as the Vendor. Only shareholders of UMW have the right to vote on the deal. Under the takeover rules, UMW is required to extend a mandatory take offer to acquire all the remaining MBMR shares. So, a minority MBMR shareholder doesn’t have the right to vote on the deal but a choice to accept or reject the offer.

2ndly, EPF is an interest party. Latest report indicates EPF has 9.19% stake in UMW (AR2016) and 15.81% stake in MBMR. So, their interest MAY NOT align with minority shareholders. The statement that UMW is not intending to maintain listing status of MBMR gives hint that UMW probably has secured substantial amount of shareholders' commitment to accept the offer. Not too hard to see..add together UMW, EPF and other government based institutional funds, the interested party should hold ~70% of the total share. I would expect more non-government funds to accept as well due to concern of the share liquidities post UMW's acquisition.

MBMR is however obliged to present a 3rd party advice to the shareholders before the acceptance date closure. For those who intend to hold on to the share, the report may represent their last hope to force UMW to raise the offer price. Too bad, shareholders' activism in Malaysia is too weak down to almost non-existance. Things of course would change dramatically better provided another party enters into the frame and starts a bidding war, though chances of that is very very low.

Posted by dompeilee > 2018-03-12 09:18 | Report Abuse

dompeilee Bought some MBMR @ 2.05...Gonna b sizzling hot soon !:

16/10/2017 16:04

Another JACKPOT after KSSC !!!!!! SOLD 1/2 @ 2.48-2.50!!! :D

Posted by cricketlast > 2018-03-13 05:36 | Report Abuse

Most analysts (Hong Leong, Kenanga, MIDF, TA securities etc) view the offer price of RM2.56 as unattractive. I am sure that the price has already been agreed with med bumikar and PNB Equity Resources even before the announcement was made last Friday.
PNB is actually the major shareholder of UMW anyway, this could also be seen as a restructuring of PNB holdings in Perodua to be put all in UMW. Better corporate structure for PNB and at the same time help increase the value of UMW.
I think the main question is how much do UMW want MBMR (all to themselves). As i mentioned earlier in my previous comments, anything below the NTA of MBMR (RM3.68) is actually attractive for UMW. But i don't think we can expect UMW to increase their offer to that price.
But i think it would be fairer to the minorities (EPF especially) that has stayed invested in the company during the past 2 years, when ringgit has depreciated and sales deteriorate, to be fairly compensated at valuation of at least 1x book value of their holdings in Perodua (since that is actually the main reason as to why UMW is acquiring MBMR) which is something in the range on RM2.80.

What's your view?

Thx

Posted by Hafid > 2018-03-14 05:27 | Report Abuse

Maybe the deal will revised. What do you think.

Posted by Hafid > 2018-03-14 05:29 | Report Abuse

On March 9, UMW offered to buy all the o shares in MBM Resources held by Med-Bumikar Mara and Central Shore collectively representing a 50.07% interest in MBM Resources for RM501mil, or RM2.56 apiece.

Currently, MBM Resources holds a 22.58% effective equity interest in Perodua.

If UMW’s proposal is accepted, then its shareholding will rise from nil to 50.07% in MBM Resources, and UMW will be obliged to extend a mandatory general offer for the rest of MBM Resources’ minority shareholders.

Separately, UMW has also proposed to additionally acquire 14 million ordinary shares, or 10%, in Perodua held by PNB Equity Resource Corp Sdn Bhd (PERC), at a price of RM417.5mil, or RM29.80 apiece. PERC is the private equity investment arm of PNB.
Read more at https://www.thestar.com.my/business/business-news/2018/03/13/umw-proposes-rm1pt1bil-rights-issue-in-takeover-of-mbm-resources/#EjufpXSeDGWZX3ik.99

Posted by Lau333 > 2018-03-14 12:38 | Report Abuse

There is another options for MBMR shareholder: exchange to UMW share at 21 new UMW share for every 50 MBMR share. Could be a better choice as long as UMW share is staying above 6.09 (excluding brokerages fees, stamp duty and clearing fee)...

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5723093

Posted by Hafid > 2018-03-14 16:00 | Report Abuse

mbmr now is 2.44. the price on the way down. maybe the deal will not go through and will go back to 2.10

Posted by Hafid > 2018-03-17 22:02 | Report Abuse

May go to 3.01

Posted by yongch > 2018-03-26 21:10 | Report Abuse

Aiyoyo....bad news!!!the proposal failed n rejected by big bosses lo!!!tp1.90!!!back to lowest n lowest!!!!jialat lo those ikan bilis who wanted goreng surely all die die kao kao!!

Posted by gsi723 > 2018-03-27 06:20 | Report Abuse

MBMR major shareholder make a right decision. RM 3.00 only can consider...UMW, if no enough cash, don’t make inadequate offer and say its fair... trying to grab the big market share should always pay at a premium

Posted by Hafid > 2018-03-27 08:15 | Report Abuse

as expected

Posted by dompeilee > 2018-03-27 14:37 | Report Abuse

dompeilee dompeilee Bought some MBMR @ 2.05...Gonna b sizzling hot soon !:

16/10/2017 16:04

Another JACKPOT after KSSC !!!!!! SOLD 1/2 @ 2.48-2.50!!! :D
12/03/2018 09:18

Looks like I exited @ a good price...thanks, MBMR!!! :)

Posted by gsi723 > 2018-03-27 18:00 | Report Abuse

Personally I also won't sell. Don't mind if share price drop to 2.00.... It has done with impairment. Going to have better days ahead... No point sell cheap for another party to win at low cost..

Posted by gsi723 > 2018-03-27 18:02 | Report Abuse

If want to offer share, also 2:1... UMW very unsincere

Posted by dompeilee > 2018-03-27 19:42 | Report Abuse

UMW is a debt-ridden co. The "takeover" will fail.

Posted by Hafid > 2018-04-01 18:02 | Report Abuse

At least offer at nta or 3.38

Posted by Hafid > 2018-04-03 15:01 | Report Abuse

today umw say not extend the mgo to all

Posted by gsi723 > 2018-04-03 19:13 | Report Abuse

3.00 Boleh deal

Posted by Hafid > 2018-04-03 22:01 | Report Abuse

See can drop below 2.20

Posted by apolloang > 2018-04-03 22:02 | Report Abuse

if takeover cancel later macam iwcity,down like hell

Posted by Hafid > 2018-04-04 09:15 | Report Abuse

WILL NOT GO DOWN TO 2.00

Posted by Hafid > 2018-04-04 10:10 | Report Abuse

Med-Bumikar rejected the offer from UMW on the grounds that the offer price was too low. It does not take into account MBM Resources' other businesses ranging from distribution of Volvo cars, assembly and marketing of Hino trucks and property development. MBM Resources also has a stake in Rubberex Corp Bhd, a glove manufacturer.

Posted by Hafid > 2018-04-04 10:11 | Report Abuse

They are no pushovers. Mara or UMW will find it hard to force the deal

Posted by gsi723 > 2018-04-04 23:19 | Report Abuse

thanks to UMW, now people only know MBMR got values... UMW, no $ don't buy... if wanna buy, offer RM2.80- 3.00

Posted by Lau333 > 2018-04-11 20:02 | Report Abuse

UMW to sweeten the offer but higher offer price wasn't on the table.

https://www.thestar.com.my/business/business-news/2018/04/11/umw-goes-back-to-drawing-board/

Posted by Hafid > 2018-04-29 00:42 | Report Abuse

No hope have to wait until october

Posted by Hafid > 2018-05-01 14:11 | Report Abuse

Mara support the deal

Posted by Hafid > 2018-05-01 14:13 | Report Abuse

What next for.mbmr. wait.or buy umw

Posted by gsi723 > 2018-05-01 16:55 | Report Abuse

so, 2.50 will be the support level as the deal is going to happen, with possibility UMW slightly up the offer price..

Posted by Hafid > 2018-05-01 20:06 | Report Abuse

See can go up to RM2.80,3.20

Posted by Hafid > 2018-05-07 00:46 | Report Abuse

The board of MBM Resources Bhd
image: https://cdn.thestar.com.my/Themes/img/chart.png

(MBM) is expected to seek a higher price from UMW Corporation Bhd in the takeover offer for the former.

Sources said Med-Bumikar Mara Sdn Bhd, the major shareholders of MBM, is expected to communicate to the board of MBM to negotiate for a higher price than what is on the table at the moment.

On Monday, 52.06% of Med-Bumikar Mara shareholders voted in favour to accept the offer from UMW for its stake in MBM subject to certain requirements and conditions.

Medi-Bumikar Mara also recommended to the board of MBM to form a task force to negotiation with UMW, acting in the best interest of the company.


In March, UMW offered to buy Med-Bumikar Mara’s 50.07% in MBM at RM2.56 per share. Med-Bumikar Mara initially rejected the offer but the privately held company that is controlled by six families and MARA, agreed to the deal last Monday.

“One of the conditions for accepting the deal is for the board of MBM to negotiate for a higher price,” said a source.

Medi-Bumikar Mara’s representatives on the board of MBM is led by Datuk Abdul Rahim Abdul Halim, who is also the chairman of MBM.

Abdul Rahim is one of the persons responsible for the start of Perusahaan Otomobil Kedua Sdn Bhd (Perodua) and is well aware of the legal issues should any one party want to take up a substantial stake in the automotive company.

It has been reported that MARA and two other families holding 52.06% interest collectively in Med-Bumikar Mara called for an extraordinary shareholders meeting of the privately held company to push through the acceptance to UMW’s offer.

A source said that on the face, the impression was the remaining shareholders in Med-Bumikar Mara are not keen on the offer from UMW.

“That perception is not true. The remaining shareholders who come from four families are keen on accepting the offer from UMW. The only problem is they want to secure a higher price before agreeing and putting it to the board of MBM,” said a source.

The jewel in MBM is its direct 20% stake in Perodua. It also has another 2.5% indirect stake through a joint venture with Daihatsu of Japan.

UMW has extended by six months the offer period, by which time it has to get the consent from Perodua’s Japanese partners.

Apart from a substantial interest in Perodua, MBM also holds dealership for Mitsubishi, Volkswagen, Volvo, Daihatsu vehicles. It assembles and distributes Hino trucks that is used for commercial purposes.


Read more at https://www.thestar.com.my/business/business-news/2018/05/03/mbm-resources-likely-to-seek-a-higher-price-from-umw/#72JVcawDEhYdi54D.99

Posted by bachalet > 2018-05-11 11:13 | Report Abuse

Hi Guys,

Pakatan promised to introduce fuel subsidies for cars below 1300cc (refer to page 30 under "Janji 7: Menyediakan subsidi minyak bersasar" of Buku Harapan ). I assume this will help increase sales for Perodua's Myvi as more people at least those in the below and mid income bracket would prefer to buy these types of car in order to get the fuel subsidies. This in turn will provide better growth for MBMR.

What do you guys think of this? Thanks.

Buku harapan link: https://www.keadilanrakyat.org/index.php/bukuharapan/

Posted by ks5S > 2018-05-12 10:18 | Report Abuse

Mbmr takeover by umw in a risk now after ph won.
Sell out before too late.

Posted by Hafid > 2018-05-12 16:42 | Report Abuse

See can drop to 2.20

Posted by bachalet > 2018-05-14 06:54 | Report Abuse

Hi Ks5S,

Don't think that the deal will be abandoned just because of a new government. The deal between UMW and MBMR has no political motives at all (at least in my view). The main reason for the acquisition is to have a bigger exposure in Perodua which will help grow UMW's bottom line in the future. Most analyst are actually bullish of this deal as it is seen as value accretive to UMW.

Daim has already met with Dato' Rahman (CEO of PNB) yesterday and it seems that the guy will stay on heading PNB in the near future.

http://www.theedgemarkets.com/article/daim-holds-maiden-meeting-heads-six-glics-today

Either way, Perodua sales is expected to grow this year which will be a boon for MBMR (lets see the 1st quarter result due end of this month). In addition, the potential reintroduction of fuel subsidy for cars under 1300cc might help push future sales of Myvi as more people would want to own this type of cars in order to gain benefit from the subsidies.

Feel free to comment.

Thanks.

Posted by Hafid > 2018-05-14 11:45 | Report Abuse

MBMR STart moving

Posted by Hafid > 2018-05-14 17:57 | Report Abuse

Tak ada gst sure kereta sales Naik lagi. ITU lah umw mahu ambilalih ITU syarikat.

Posted by Lee Yih Yeong > 2018-05-24 15:01 | Report Abuse

auto part tariff impose..run...

Posted by Hafid > 2018-05-26 16:02 | Report Abuse

See can go up rm2.80

Posted by cricketlast > 2018-06-25 16:11 | Report Abuse

https://www.theedgemarkets.com/article/perodua-taps-ridehailing-ridesharing-market-first-sale-1000car-fleet

Posted by cricketlast > 2018-06-26 15:56 | Report Abuse

By far the cheapest automotive company in Malaysia which is a bit weird given that Perodua is the market leader. They should be valued at a premium compared to other automotive companies.

Anyway more upside expected for their bottom line going forward with better sales driven by the new Myvi sales and the zero rated GST period as well as the introduction of their new SUV in 3Q this year.

Their wheel alloy business is also expected to turn around (in FY19) with the help of their new strategic partner, Citic Dicastal, China largest alloy wheel manufacturer. Citic is planning to use MBMR to help prevent anti dumping tariff imposed by the EU since May 2018 till 2023. Target is to produce 50,000 to 60,000 units of alloy wheels per month in 2019. So hopefully there will be no more losses from this division (and if lucky, they can even make some profit out of it).

Posted by Hafid > 2018-06-28 10:05 | Report Abuse

look like UMW Takeover MBMR will be a done deal.

Posted by Hafid > 2018-07-11 07:12 | Report Abuse

Court favour umw

Posted by cricketlast > 2018-07-11 10:37 | Report Abuse

https://www.theedgemarkets.com/article/umw-one-step-closer-perodua-bid-court-rules-appointments-invalid

Now Med Bumikar will need to negotiate with UMW on the deal. Analysts view that UMW will need to increase their offer if they want to take the company private given that they will need to get at least 90% shareholders approval. Analyst value the company at between RM2.84 - RM3.30.

Posted by cricketlast > 2018-07-20 11:50 | Report Abuse

Expect 2Q18 results to be higher compared to last year's mainly driven by the higher sales of Perodua vehicle. For the 2nd quarter 2018, Perodua managed to record a sales of 61,530 units vs last years 50,169 units.

I am still surprise that the market is still only valuing MBMR at around 8x PE compared to other automotive vehicles that currently trading at an average of around 15x fwd PE.


Regards.

Posted by Hafid > 2018-07-23 17:54 | Report Abuse

Iook like no hope

Posted by ladahitam > 2018-07-24 10:15 | Report Abuse

perodua proposed IPO is good for MBM 20% holdings, good for 10-15% gain
UMW would see pressure to raise its offer price from RM2.56/MBM share closer to RM2.94 according to analyst

Posted by Hafid > 2018-07-24 11:08 | Report Abuse

where you got the news on the IPO