Thai Tycoon Wins Battle for Fraser & Neave

Source: WSJ

By P.R. VENKAT and CHUN HAN WONG

Jan 21st

Thai tycoon Charoen Sirivadhanabhakdi (pictured) is poised to win control of Singaporean conglomerate Fraser & Neave Ltd. F99.SG -1.95% after rival bidders led by Indonesia's Riady family backed down on Monday, ending a monthslong stalemate in one of Southeast Asia's largest-ever takeover battles.

Mr. Charoen, a Thai billionaire who controls 40.6% of Fraser & Neave, is now the sole bidder for control of the 130-year-old company, which has interests in property, publishing and food and beverages. He would pay 8.2 billion Singapore dollars (US$6.68 billion) for the remainder of the company, based on his latest offer and stake.

Mr. Charoen's offer of S$9.55 a share-made through his unlisted vehicle TCC Assets-values Fraser & Neave at US$11.2 billion. It is conditional upon acquiring more than 50% of the company by Feb 4. He made his current offer Friday, raising an earlier bid of S$8.88 a share.

Fraser & Neave's independent directors will "evaluate TCC's revised offer and make their recommendations to shareholders in due course," a company spokeswoman said Monday.

In a filing to the Singapore Exchange Monday, the Riady-controlled Overseas Union Enterprise Ltd. LJ3.SG +4.38% said it and its partners had decided not to raise their US$10.6 billion offer because a successful takeover would have come with an "unattractive" price tag. The Overseas Union-led consortium's offer of S$9.08 a share lapsed Monday.

The battle for Fraser & Neave began in July last year, a big year for mergers and acquisitions in Southeast Asia, where deal-making reached its highest level since the global financial crisis. The takeover bids also illustrated two important trends-the impact and allure of Southeast Asia's booming economies and the move beyond their home markets of some of the region's largest, most powerful companies-and the billionaire families behind them.

Mr. Charoen's companies make Chang beer and have interests in property and soft drinks. The Riady family controls the Lippo Group, one of Indonesia's most powerful conglomerates, with interests in real estate, publishing and banking.

Fraser & Neave develops residential and commercial properties in Singapore and other Asian markets, and produces dairy products and sports drinks such as 100Plus.

The company has been in play since Mr. Charoen first began buying into it in July. This prompted Dutch brewer Heineken to buy out its 81-year-old beer-brewing joint venture with Fraser & Neave for US$4.6 billion in September and put the rest of the conglomerate's remaining assets in play.

Mr. Charoen made his first bid for the whole of Fraser & Neave in September, offering US$7.2 billion to buy the shares he didn't own.

The Overseas Union consortium followed with a US$10.6 billion offer in November. Overseas Union was backed by Japanese brewer Kirin Holdings Co. 2503.TO +3.15% -Fraser & Neave's second-largest shareholder with a 14.8% stake.

Kirin planned to acquire Fraser & Neave's food-and-beverage business if the takeover succeeded.

It wasn't clear on Monday how Kirin would respond to Overseas Union's failed bid. A Singapore-based public relations executive representing Kirin declined to comment.

The prospect of a bidding war had propelled Fraser & Neave's share price to record highs above existing bids, but both bidders spent months extending offers the company described as fair but not "compelling." Mr. Charoen had extended his original S$8.88-a-share offer seven times since September, while Overseas Union extended its initial S$9.08-a-share bid twice since November.

Fraser & Neave's board noted that both offers were at the lower end of a valuation of between S$8.58 and S$11.56 a share made by its independent financial adviser, J.P. Morgan Chase JPM +0.04% & Co.

Last week, Singapore's Securities Industry Council stepped in. Citing shareholders' need for certainty, the SIC set a deadline of last Sunday for the bidders to table their final offers or submit to an auction. Mr. Charoen responded Friday with the revised offer, and bought about 93.03 million shares-or 6.46% of the company-on Friday and Saturday at S$9.55 apiece.

Mr. Charoen's new offer marked a 7.5% increase from his earlier bid, but is nearly 2% lower than Fraser & Neave's last closing price Monday of S$9.74 a share.

This forced Overseas Union to submit a better bid by Monday or withdraw from the battle.

In its statement Monday, Overseas Union cited the Singapore government's latest aggressive property market curbs, introduced this month, as a factor in its decision not to raise its bid. Those measures were aimed at reining in soaring housing costs by discouraging investment demand. Analysts described them as the city-state's toughest in over three years.