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Yasmine Yahya

The Straits Times

Publication Date : 19-02-2013

A Thai tycoon's offer for all the shares in Fraser & Neave (F&N) closed yesterday, taking the beverage and property conglomerate one giant step closer to being delisted from the Singapore Exchange.

An announcement late last night showed that bidder TCC Assets, controlled by Charoen Sirivadhanabhakdi, who also controls Thai Beverage, had amassed 90.3 per cent of F&N. He needed at least 90 per cent to take the company private.

Separately, F&N disclosed yesterday that its chairman Lee Hsien Yang had accepted the offer. His 588,240 shares netted him proceeds totalling about S$5.5 million (US$4.4 million).

Charoen has been building his stake in F&N since last July, and last September he launched a general offer for all remaining shares in the company that he did not already own, at S$8.88 a share.

He soon found himself mired in a tussle over the company when Overseas Union Enterprise (OUE) threw in a counterbid of $9.08 for each unit in November last year.

The tug of war lasted for weeks, as both parties kept extending their offer timelines without raising their bids, even as the market price of F&N shares continued to climb beyond S$9.70.

It came to a stop in the middle of last month, when the Securities Industries Council made a rare intervention by starting an auction to break the impasse.

This called on both parties to make a revised offer, and then keep revising their offers upwards each day until one side throws in the towel.

TCC raised its offer to S$9.55 a share while OUE decided to withdraw, leaving the path open for Charoen to mop up all remaining units in F&N.

The revised offer values F&N at S$13.75 billion.

A key event that helped to boost TCC's stake was Japanese brewer Kirin Holdings' agreement on February 1 to sell to it its 14.76 per cent stake in F&N for about S$2 billion.

With TCC having crossed the crucial 90 per cent mark, analysts say Charoen will likely keep both F&N's property and drinks businesses, although there could be some restructuring.

These units would fit well into his existing businesses. The billionaire controls Singapore-listed Thai Beverage, which brews Chang Beer, and Thailand-listed Berli Jucker, which has operations in trading and consumer products.

He also controls unlisted property investor and developer TCC Land. The company has built condos in Thailand, and has office buildings in Bangkok and shopping malls in Bangkok and Chiang Mai.

It also owns golf courses in Thailand and hotels in Britain, the United States, Australia and Asia, including the InterContinental Singapore on Middle Road.

As well as the business franchise, Charoen will gain control of F&N's S$5.6 billion windfall stemming from the sale of its stake in Asia Pacific Breweries (APB) and some non-APB assets to Heineken - a transaction completed last November.

F&N's directors have said they will resign en masse after the close of Charoen's offer to give the billionaire a free hand as he takes over the 130-year-old company, although they plan to stay around long enough to ensure a smooth transition to a new board.

Hirotake Kobayashi, a Kirin executive who sits on the F&N board, is resigning as well.