Everything About the SPH Demerger Vote & Keppel’s Privatisation Offer

In about 20 years, when you head to the National Museum of Singapore with your family, your children will see these strange sheets of paper stacked together and suspended in glass cases.

“What’s that, mummy?”

“That’s a newspaper, darling”.

Your child will then be astounded when he finds out that people actually used to read the news on these things, where they had to use physical strength to turn the pages, instead of on their phones with their fingers.

Sad as it may be for news outlets, people these days no longer see the merit in buying physical copies of newspapers when they can get all the information they need with a few taps of their thumbs on their electronic devices.

So, when Singapore Press Holdings (SPH) announced in May that it’d be restructuring its media business into a non-profit entity, no one was surprised.

What did take people by surprise, was that Keppel later offered to privatise them.

Everything About the SPH Demerger Vote & Keppel’s Privatisation Offer

Last month, Keppel Corporation offered to buy over and privatise SPH in a S$3.4 billion deal.

As part of the deal, SPH will be delisted and will become a wholly-owned subsidiary of Keppel.

However, before the deal could go through, a few things had to happen:

1. SPH had to successfully transfer its media assets to a company limited by guarantee (CLG) – a not-for-profit entity – as proposed
2. SPH’s shareholders needed to approve this move

Things are now looking good for Keppel, as SPH shareholders yesterday (10 Sep) voted in favour of the demerger of their media business.

At the virtual extraordinary general meeting (EGM) yesterday, 97.55% of shareholders backed the transfer of SPH’s media assets to a CLG for a nominal sum of S$1.

All that’s left is step three, where shareholders of both Keppel and SPH will vote on the takeover offer from Keppel. An EGM is expected to be called in October or November.

Under Keppel’s S$2.2 billion offer, SPH shareholders will receive total consideration of S$2.099 per share, comprising 66.8 cents, 0.596 Keppel Reit units, and 0.782 SPH Reit units per share.

Received More Than One Bid

Earlier, SPH said it received more than one closed bid for a buy-out, but chose Keppel based on criteria such as price, execution risks, and regulatory approvals.

It also found Keppel’s proposal to be the preferred solution as it would maximise value and minimise disruption to shareholders.

“It derives a better valuation outcome for all shareholders where a control premium is paid for the entire company. Also, it avoids a situation where prime SPH assets are cherry-picked, leaving SPH with its existing debt and the risk of being unable to monetise its remaining assets,” SPH said.

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