OUE launches takeover offer for IHC

Their mainboard-listed property group OUE on Thursday launched a surprise takeover offer for International Healthway Corporation (IHC), valuing the Catalist-listed nursing home owner at about S$175.9 million.

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Guanyu said…
OUE launches takeover offer for IHC

Melissa Tan
17 February 2017

INDONESIA'S Riady family is on a shopping spree of sorts.

Their mainboard-listed property group OUE on Thursday launched a surprise takeover offer for International Healthway Corporation (IHC), valuing the Catalist-listed nursing home owner at about S$175.9 million.

This comes just a week after OUE bumped up its stake in IHC to 21.83 per cent on Feb 8.

The latest move also comes hot on the heels of its Lippo Group conglomerate's S$103 million takeover offer on Feb 7 for IHC's related firm Healthway Medical Corporation (HMC).

And then there was also Lippo's S$48.3 million takeover bid for bread maker Auric Pacific Group, which also happened on Feb 7.

OUE said in a Singapore Exchange filing on Thursday evening that it has launched a mandatory unconditional cash offer for all the IHC shares it does not already own, at 10.6 Singapore cents apiece.

The offer was triggered after OUE inked a deal on Thursday to buy a further 35.77 per cent of IHC, which it said would bring its stake up to 57.6 per cent.

The additional 35.77 per cent was from four sellers: Ching Chiat Kwong, Eric Low, Mr Low's sister Audrey Low and another shareholder called Tee Wee Sian. Mr Ching and Mr Low run boutique property developer Oxley Holdings; the duo and Mr Tee are substantial shareholders of Oxley.

OUE's offer price for IHC was 1.9 per cent above the stock's last-traded price of 10.5 Singapore cents on Feb 14 before a trading halt was called; it was also 20.6 per cent above the counter's volume-weighted average price for the three months up to Feb 14 inclusive.

OUE's executive chairman Stephen Riady said in a statement on Thursday evening that the acquisition of more shares in IHC would enable the group to expand into healthcare real estate, which he said had "tremendous" growth potential. He added that the group could use its experience and track record to "add value to the quality assets under IHC's portfolio".

IHC owns 12 nursing homes in Japan and two hospitals in China, and is developing an integrated medical centre in Malaysia.

OUE is making the takeover bid through its vehicle Treasure International Holdings.

It said in the offer document that its present intention was "to maintain the listing status" of IHC, but if the stock's free float falls below the minimum required by the Singapore Exchange, it "will assess the options available at that time" and "may decide not to take steps to preserve the listing status".

When contacted by The Business Times on Thursday evening, Mr Low said he chose to sell his IHC shares to OUE because he believed it would be better for IHC and its shareholders. Stressing that he was speaking for himself, he said: "We fought so hard for shareholder rights ... and we were very interested in building up a sustainable healthcare business. Now OUE has taken over, and I think it really has the relevant capabilities in healthcare. It will be in good hands."

The Oxley duo hit the headlines when they staged a controversial ouster of IHC's entire board on Jan 23 at a heated extraordinary general meeting requisitioned by Mr Low and his sister. Shareholders voted to remove all four board directors - chairman Gerald Lim Thien Su, Lim Beng Choo, Alviedo Rodolfo Jr san Miguel and Leonard Chia. Three new board directors nominated by the Low siblings were appointed, namely Roger Tan Chade Phang, Eric Sho Kian Hin and Jackson Tay Eng Kiat.

Just hours after the tussle, the new directors of IHC lodged a police report against ousted executive director Angeleca Lim. The new board said in a bourse filing that when its transition team visited IHC's Leng Kee Road premises at around 8.20pm that night, Ms Lim "was seen leaving the premises with her computer and some documents".

But all that is history, now that a new controlling party has emerged.
Guanyu said…
It remains to be seen whether the change in control of the company would have any impact on the outstanding bonds of IHC. The company has S$50 million of 7 per cent bond due in April this year, and another S$50 million of 6 per cent bond due in February next year.

IHC shares remained halted on Thursday.

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