The snakey-est corporate deal ever: Malaysia Airlines-AirAsia 'share swap'
They say a picture is worth a thousand words. The grin on Tony “Ular” Fernandes tells a thousand tell. But there’s more to just the grin. If anyone care to look at this picture in almost all dailies in the country this morning, there is one glaring point which a strong message is being sent.
There are three Fernandes’s logos in the backdrop; Tune Air, AirAsia and AirAsia X BUT there is only Malaysia Airlines’s logo, stand alone. The organisers of this signing ceremony do not even have the audacity to include Firefly and MASWings logos on it.
Of course, so many persons also asked why should CIMB’s logo on it as well? “They are just the advisers. They are not stakeholders”.
This was and is our all time favourite to remind ourselves who Malaysia Airlines is
On behalf of many Malaysians and our readers here in BigDogDotCom, we only have questions. No answers and most of us started the guessing game. So who ever is close enough to Khazanah Nasional Bhd. management and of course the advisers to this ‘share swap’ deal for Prime Minister Dato’ Seri Mohd. Najib Tun Razak, please answer these questions:
1. Where is the beef for Malaysia Airlines in this ‘share swap’ deal?
Seriously, Fernandes and friends get to own 20.5% of Malaysia Airlines, two very strategic seats on the BOD as non-executive and non-independent directors, seats in the Exco which will decide on operations and all decisions involving money and almost help themselves to the entire Malaysia Airlines as they like.
They already wanted to ‘kill’ the growingly popular Firefly, which is Malaysia Airlines’s low cost carrier as a direct threat to AirAsia.
2. If this is ‘share swap’ deal, why isn’t any of Malaysia Airlines BOD member(s) get to be on AirAsia BOD?
This is something strange. If this is a true ‘share-swap’ deal, then who is representing Malaysia Airlines’s strategic interests in AirAsia. If there is none, how come?
3. How come Khazanah did not appoint anyone who have had relevant airline industry experience as non-executive-independent director in Malaysia Airlines BOD?
There are very experienced former airliners in likes of Tan Sri Bashir Ahmad Abdul Majid who is now MD for Malaysia Airports Bhd., who was an Executive Vice President in Malaysia Airlines not so long ago and persons like these wealth of experience must come very handy for Malaysia Airlines. Unless Khazanah feels that a long time retired banker or satelite broadcaster is a more valuable personality and/or relevant experience to be in the BOD.
4. What is the ‘value add’ for Malaysia Airlines in this ‘share swap’ deal?
Malaysia Airlines have bigger international networks across five continents,codeshares and recent membership to One World alliance. That is without considering the fact that MH flies to very sassy destination like London Heathrow, Tokyo Narita and Los Angeles International, which AirAsia don’t. So what is it with AirAsia that Malaysia Airlines would benefit from?
5. What is it in for Malaysia Airlines’s 20,000 employees?
What would these people get from the ‘share swap’ deal and what will become of them. Will they still have a job after Fernandes are done with his ‘butchery’?
6. Who else benefited from this ‘share-swap’ deal?
Last but not least, who are the parties that benefit from this beside Fernandes, his partner Kamaruddin Meranun and the ‘advisory’ fee CIMB?
AirAsia's stock the last six months
It suspiciously looks like this ‘raid on Malaysia Airlines’ was planned carefully. First it was the appointment of former MITI Minister Tan Sri Rafidah Aziz and PM’s blue-eyed-boy Omar Ong into the BOD. Then it was about trying very hard to get the ‘replacement Labu’. Rumour has it that Fernandes ‘threatened’ to move his HQ to Jakarta was calling a bluff, as the prepatory work for the kill. More rumours about some people pushing up AirAsia’s shares from RM 2.40 six months ago to RM 3.90 last week, so that they ‘share swap’ deal could be two-for-one.
Malaysia Airlines
Now compare that to Malaysia Airlines’s six months ago price level. It was almost the same.
From where we are standing, it looks very suspicious. The modus operandi was similar when ECM Libra wanted to ‘eat up’ four times larger Avenue Capital Bhd, ‘The sardine going after the shark’. Well, they were very successful with the authorities backing them up. Santayana said that people who did not learn for their past mistakes are doomed to repeat that again. In this ‘share-swap’ deal which was almost like a pirate raid, was inked in a manner probably because the majority of us failed to take note of what had happened in the past.
There is one thing peculiar about Malaysia Airlines, which should be pondered. For all the conspiracy theory pundits; former Chairman Tan Sri Dr Munir Majid was sent in a few months before AirAsia went listed on Bursa Malaysia. Conveniently, he exited a few weeks back. Please do the math.
We would like to quote The Edge’s reporting on what Khazanah Managing Director Tan Sri Azman Mokhtar’s take on the ‘share-swap’ deal:
Azman said the transaction has been pragmatically structured in that the business models, brands, boards, governance structures and cultures will remain distinct and separate, but is now complemented by the comprehensive collaboration frame (CCF) work.
“They (the two airlines) are not combining, but competing in some cases and collaborating in some cases. Can you imagine the power of MAS’ 13 million passengers and AirAsia’s 39 million passengers a year. This is a very powerful combination.
“We don’t have time anymore to look at petty things and differences. It’s time to go forward,” he added.
In addition, Khazanah also proposed to acquire 10% of AirAsia X on terms and at a price to be mutually agreed later. Azman said this would be done “quickly”, adding that its investment in the aviation sector currently accounts for about 3% of its portfolio.
****************
This 10% acquisition of AirAsia X is outside the ‘share swap’ deal. So the “Thirteen Million Plus Ringgit” question is:
1. How much is the acquisition will burn Khazanah’s coffer?
2. Will CIMB be part of this acquisition advisory?
3. Will this acquisition, if and when it happens, be made known to public?
Malaysia Airlines’s tagline used to be, “Going beyond expectations”. Khazanah really gave Fernandes this tagline to come through. And for PM ‘Flip-Flop’ Tun Abdullah Ahmad Badawi to play this ‘adviser’ role in seeing both parties get to deliver what they are supposed to is a really pathetic joke.
*Updated 2330hrs
*Updated Thursday 1515hrs
Conveniently after this ‘share swap’ deal went through and Khazanah anounced that they will take up 10% of AirAsia X on a price yet to be determined, an announcement for paveway for an IPO is made.
Thursday August 11, 2011
AirAsia X picks IPO adviser
By JEEVA ARULAMPALAM
jeeva@thestar.com.my
SEPANG: Long-haul budget carrier AirAsia X has chosen Morgan Stanley as its adviser for its proposed initial public offering (IPO) for which listing plans, targeted for next year, were underway, said AirAsia group chief executive officer Tan Sri Tony Fernandes.
In an interview with StarBiz yesterday, Fernandes said he was informed that a foreign investment bank had been appointed for the IPO; he also indicated that Khazanah Nasional Bhd‘s proposed plan to take up a 10% stake in AirAsia X would be executed “very quickly”.
“Khazanah will be issued new shares in AirAsia X,” he added, without specifying valuation details.
Fernandes: A foreign investment bank has also been appointed for the IPO. – APKhazanah expressed interest to take up a 10% stake in AirAsia X at the signing ceremony of the landmark airline deal on Tuesday which sawMalaysia Airlines (MAS) and AirAsia’s major shareholders – Khazanah and Tune Air Sdn Bhd – swapping shares and signing a collaboration pact.
Tune Air, which is the investment vehicle of AirAsia founders Fernandes and Datuk Kamarudin Meranun, will own a 20.5% stake in MAS while Khazanah will have a 10% stake in AirAsia.
AirAsia X had sent out the request for proposals for its IPO exercise to local and international banks in May and were looking to appoint the advisers after a board meeting in June. AirAsia X Sdn Bhd CEO Azran Osman-Rani had said in April that AirAsia X’s IPO could raise similar amount as its sister airline AirAsia Bhd, which had raised RM863mil through the issuance of 700.51 million new and existing shares in AirAsia’s listing exercise in 2004.
Azran had said a dual listing was still a viable option, but remained undecided as to which market was suitable for the airline. Some of the suggested markets for its dual listing included Europe, the United States and Hong Kong.
The listing of AirAsia X has been on the cards since last year, following the separation of its commercial operations from AirAsia.
However, AirAsia X had deferred plans to proceed with its listing on the local bourse this year as it was unclear over its future growth, which relied heavily on route allocations. AirAsia X has lobbied relentlessly to fly selected routes that have strong passenger traffic such as KL-Sydney but had its pleas fall on deaf ears.
Without a route allocation policy by the Government, the fear was that investors would not have the clarity needed to invest in AirAsia X.
Azran said the airline needed to be able to chart its growth strategy and be certain of the routes it would be receiving before investors would pump money into the company.
With the collaboration agreement signed by MAS, AirAsia and AirAsia X, the idea was for MAS to focus on being a full-service premium carrier, AirAsia on being a regional low-cost carrier (LCC) and AirAsia X, a medium-to-long haul LCC.
Fernandes said another impediment was removed for AirAsia X, with the signing of the collaboration agreement and Khazanah looking to take a stake in AirAsia X.
“Another concern has been removed completely, as investors now have clarity and know the vision of the airline which helps tremendously in AirAsia X’s listing,” he said.
The collaboration signals a changing of tides for the AirAsia group, as it can now minimise its lobbying for routes and concentrate fully on the growth of its airlines.
*************
Now that there is an ‘anchor tenant’ and it is a Government investment arm, prospect for Fernandes and friends are shining much brighter. Easier to sell in the international market, especially lucrative intercontinental routes opening up for them in much shorter time otherwise.
Hence, the plot thickens!
The "thirteen million plus Ringgit" guy rambles.... 
Bro,
It will be nice to see a response to those questions you put forth but I doubt very much that anybody pertinent to the affair will respond. MAS being in a weak position that it doesn’t have much chance to assert itself in any decision making process. Everything seems to be according to plan and the plan has been hatched a long time ago.
No, there must be some answers. Otherwise the voters will answer them at PRU13. They cannot treat the rakyat willy nally. MAS and Khazanah are not bapak diorang punya.
It’s very much a management weakness thing. Right from the Adviser. How can you have an adviser who has been a failure. Flip-flopping, sleepy and all. Resulting in the PRU12 debacle.
Was it part of the conditions he made when stepping down the PMship? If so, unmake those conditions. We cannot afford to have the national airline being laughed at. The thinking public, regular business commuters and long-haul travellers shun the airline.
Find good management, people with real and long experience in managing airlines, never mind expatriates if locals appear unable to turn the business around. Some one who can identify each one of the problems besetting the company and solve them.
It may sound a done deal now, But until the ink is placed on the actual paper on Monday (?), we need to keep shouting and cry foul where we suspect monkey business or non-rational decision making. Whatever it is, we need to put forth our views to let the blokes know they cannot do as they please with the rakyat’s money.
That’s right. Voters will answer in PRU 13.
Lots of my Malaysia Airlines associates who were staunch BN supporters have now expressed their adamant of voting against them, after they had to now take instructions from someone they call “ULAR”.
Well done.
Oh yes, just an interesting point; Isn’t PM Dato’ Seri Najib is Pengerusi Perhubungan UMNO Selangor?
Well done, indeed!
BD, to be fair, I do not agree with this AA-MAS deal. Tony shud manage AA and leave MAS as it is. This deal will create monopoly again where airline fees will be not as affordable as it is now. Who suffers? The customers. People like Badawi, Mahathir, Tengku Azmil, Tony don’t care two hoot as long as it enrich their share portfolio. They fly private jet or first class anyway.
Just leave MAS to sort its own shit which is of its own doing from mgmt incompetance. Its telling that our national airline is losing out to a small low cost upstart
BD,
All good questions. Fair points raised. Food for thought.
Those who feel that MAS has been done a disservice by this “share-swap” arrangement need to bear in mind that no deal of this magnitude happens without the approval of those who are higher up in the chain of command.
Biggie,
Most of these 20,000 MAS employees reside in Selangor, do they not?
Factored with their spouses, immediate families, neighbours etc, that’s a substantial amount of votes to give away, so that Tony can get his prize.
I’m dead sure Khazanah and consultant & co never considered this when they allowed the ‘pirates to board the prize ship’!
There goes Selangor, after this!
Probably we will see more Muslims ‘protelyzed’ under all sorts of ‘social development’ and ‘charity’ schemes.
God help us all!
I was told that both Tony and Kamaruddin were informed not to wear the AK red cap. But Kamaruddin ignored the advise, went ahead and did it.
CIMB as advisers to the deal? Isn’t CIMB still being managed by Najib’s brother? No wonder such an outcome. Interesting to see the link.
The question is who suggested what? Who first mooted out the idea of giving out a parcel of MAS to Air Asia? Why was there such a need? What was the rationale?
Is it just “the power of MAS’ 13 million passengers and AirAsia’s 39 million passengers a year” that the Khazanah guy talka about? Whatever happens to the idea of competition for the benefit of consumers?
Is the Khazanah fella talking about monopoly as well? What “competing in some cases and collaborating in some cases” is he talking about? Does he think the rakyat is so bodoh that he can simply rattle off saying ““We don’t have time anymore to look at petty things and differences.” Does he think he owns Khazanah? What a fellow.
Like you and your questions, I also want to see answers to my questions above, BD.
BD, for common people like me, I want AA to grow. AA has provided us cheap tickets and allowed to travel to places we never dream of going before. Our (at least mine and my family) quality of life has improved as a result of AA. To allow AA to grow, it must fly to new destinations ad this will eat into MAS revenue. There is only 1 outcome, MAS will fail ultimately. One good example is flight to ChengDu. MAS stopped its service when AA started to fly there. Also AA has provided KLIA and opportunity to grow to become a hub of some sort, may be hub for LCC. Before this KLIA were squeezed by SGP and BKK. I do not fully understand the workings of financial deals, but I do believe this deal is a net gain. It is better to spend a bit pf tax-payer money now that to loose all later. By the way, does anyone know how much of tax-payer money has gone down the drain since the first day we set up MAS?
Did you know MAS wanted to hv a market determined ticket pricing system as far back BUT becoz Pak Lah Al-Flip Floppy & his Level Four Monkeys and also the ex minister MOT are so bent to help Tony, MAS was refused to lower its seat fare SO THAT AA can flourish!
Pls consider this:
1. How much susbsidy did AA reap off when they took MAS’s rural air service after ‘Level Four Boys’ airline rationalisation plan in 2005 JUST so that AA can build capacity (traffic & routes) & gave gave it back when the financiers saw AA’s growth?
Thats a clear example of KENCING RAKYAT!
2. How about refusal to pay Malaysia Airports for years? Isnt that denying taxpayers dues?
3. If they’re making good money now, why the hell they are (in BD’s words) getting ‘corporate subsidies’?
They’re not even national carrier. I was told 53% is owned by foreigners!
MAS should not fail if it has good management and goes for specific market sectors.
Those interested in cheap flights can go for AA. As has been designed before. MAS should go for the travelling business people and those not minding paying extra for holidays, departing and landing at KLIA etc.
MAS should really overhaul its management, objectives and policies. But now with Tony Fernandez and/or his people on MAS board, there’d be conflict of interest as far as maintaining the cheap flight and normal airline flying are concerned.
You’re right.
However, Malaysia Airlines’s hands been tied behind its back for so long now. During PM ‘Flip-Flop’ Abdullah’s time, opportunities, rooms and space where given for AA to build routes, capacity and even a dedicated temporary LCCT. All at the expense of Malaysia Airlines.
Not until recently Malaysia Airlines was allowed market-driven fare price (well after AA was listed and got foreign investors).
This ‘Level Four’ Monster is now eating up Malaysia Airlines, with the workings of left over ‘Level Four’ associates still in Khazanah, long after PM ‘Flip-Flop’ Abdullah was shown the door.
There is another interesting perspective to this:
Azman Mokhtar and Danny had to ‘sell out’ for AA to eat into Malaysia Airlines becoz their WAU plan actually is detrimental to Malaysia Airlines and off late, tehy have started to build their assets again.
@ Zen,
A valid point raised – “MAS should NOT fail if it has GOOD MANAGEMENT”
I’m not sure if we can say that MAS had good management, but, the article below speaks for itself
http://biz.thestar.com.my/news/story.asp?file=/2011/4/16/business/8474807&sec=business
Quote
Tajudin, via his vehicle Naluri Bhd, acquired 32% in MAS in 1994 from Bank Negara, paying RM8 each share, above the airline’s then market price of RM3.50 per share.
He raised the cash required for the purchase through loans backed by his own shareholdings in other companies.
Following this, Tajudin became the airline’s executive chairman. Under his stewardship however, MAS suffered losses for four straight years starting from the financial year ended 1998 and it was saddled with a reported RM9.5bil debt.
Unquote
I think we are all familiar with what came next.
All this happened way before Tun Badawi’s time.
They knew that they could execute their cunning plan. Hence the big smile from the Gang of Four.
The precedence has been set. Investment in other GLCs can be divested easily with stealthy move and the public just have to accept them as fait accompli.
A very big congratulation to Azman Mokhtar on the manner how the deal was carried out. This guy deserves a Tun ship!
Malaysian students now has another fine example of case study.
That’s right.
A dangerous precedence set here. So will we see ‘share-swap’ between Maxis and TM, where Maxis control the ‘operation via an Exco’?
How about ‘share swap’ between YTL Power and TNB?
Let’s go all the way: ‘share-swap’ between Shell and Petronas, under the same scheme we saw two days ago!
What about a swap of places between Najib and Tun Dr Mahathir?
The old man is still kicking and can still kick hard.
Or swap with Muhyiddin?
BD,
I would “never say never”, not in our country. Anything is possible.
After all, isn’t the famous tagline – Malaysia Boleh?!
@ Nono,
Good one with the swapping of places between Najib and Tun! Did not think of that….
What about the grin on DAMOK’s face? It’s not only Tony “ular” that I’m suspicious of.
Pantat bini dia la si Jib ni!
Org bercakap pasal cincin rm 24 juta tu lom reda lg! Setiap malam merata surau org bercerita. Sekarang, adik dia tolong Keling Ular penipu & kaki drama ni rompak MAS buta buta!
Dah seblum ni tutup MECD, bagi sekolah Cina duit, bagi anak Cina biasiswa keluor negara, Pemandu takda agenda Bumi, Teraju Hancus, bagi AmBABIga jumpa Tuanku!
Sepupu dia lah PONDAN tua! Sama sama bagi muka kat anti-Melayu sampai dah tak hormat pihak kuasa!
Keling ni dpt MAS yg lebih besar tu FREE! Sekarang ni Khazanah nak bagi AirAsia X RM 1 billion! Tup tup, AirAsia X sbb dah Ada anchor investor, dah umum utk disenaraikan!
Ni semua game Keling Ular ni rompak harta Rakyat!
Aku mmg bosan tul!
Mungkin si Jib & adik dia Melayu tak sedor diri si Jay dah lupa PRU 10 sipi sipi nak kalah dgn undi 241 ja, TAPI KAMI TAK PERNAH LUPA!!!!! Kita boleh ulang balik ni!
Pantat bini dia la!!!!
Please add to you list of giveaways –
” The government has created a technical to give recognition to students that had passed the Independent Chinese Schools examination. These students can now apply to join our Teachers Colleges” Heard this on Radio. Bernama Radio I think.
I think his father must be turning in his grave now. The national school system was created by the Razak Report which saw the need for a national system of education to unite the people of Malaysia, by starting them young.
As history would tell us, the chauvinists rejected the national schooling system and created their own system called the Independent Chinese Schools.
While the SK and SMK, and even the SRJK ( C ) and (T) are free, the chauvinist parents do not mind paying between RM200.00 to RM500.00 per students per month for 12 months in a year, just so that their children can be as Chinese as possible.
NOW we are rewarding them with RECOGNITION. Better yet we will be letting them (with little if any nationalistic values at all) loose among our young children.
BEST betul lah 1Malaysia ni
Economist Kampong
Maybe time for Muhyiddin to take over. And for UMNO Supreme Council to start the ball rolling.
Remember Synergy Drive? How much fees paid to CIMB. What did they do? Kill valuable national brand ie Guthrie and Golden Hope. Now? they revert back to old name Sime Darby. Business as usual. Sime Darby was supposed to focus only on plantation sector. Having spent millions they are still doing other business such as automotives, oil and gas, housing etc. Its business as usual. So, did CIMB refund their fees? No. Now its Air Asia and MAS. CIMB is in the picture again. How much is their fees? possible scenario would be air route swap, new air craft swap etc for a song. Soon after, govt would give billion dollars loan to resuce MAS. AA and MAS would demerge at some point of time. Merge and demerge, CIMB get huge fees. At the end someone make profits. Now, shall we say, gone are the days when political party gets political fees via kickback and commission from contracts? Enter the world of High Finance!new ways of earning political fund ? Wow 33 more GLC non core business to be sold! This high finance scandal has got to stop! How? Tun M oh Tun M pls rescue us…..
[…] that Fernandes got 20.5% of Malaysia Airlines for almost a song and soon to call the shots, one wonders what his next prey would […]
[…] Where’s the beef for Malaysia Airlines? […]
[…] of an important component in the ‘Malaysia Airlines-AirAsia share swap deal’which was inked on 9 August 2011 is Khazanah Nasional Bhd. now has a ‘first right […]
[…] which serve as an ‘adviser’ to a highly controversial corporate deal a month ago, where Khazanah Holdings Bhd. traded of 20.5% of Malaysia Airlines’ shares for 10% of Air Asiaand had to further pay for 10% Air Asia X’s shares for an ‘undetermined price’. […]
[…] have yet to see what’s the beef for Malaysia Airlines in this lop-sided share-swap deal, which was brokered by none other than […]
[…] The ‘sell out’ of Malaysia Airlines a little over a month ago is also with PM Najib’s endorsement, as the Chairman of Khazanah Holdings Bhd. […]
[…] though many could not see the ‘beef for Malaysia Airlines’ for the share-swap and giving so much power to Air Asia CEO Tan Sri Tony Fernandes in Malaysia […]
[…] to Malaysia Airlines’ top job. This despite he got a very good deal in the share swap where benefits for Malaysia Airlines have yet to be demonstrated. Not enough having Malaysia Airlines to cough out RM 18 million for sponsorship of his own personal […]
[…] laced trimmings of Government subsidy and he capitalize for his ‘book building’. No one has seen yet anything what Fernandes brought into Malaysia Airlines. The past three months was all about Fernandes using his entire business mini-empire to cannibalise […]
[…] all a bullion laced trappings of Government funding and he gain for his ‘book building’. No one has seen nonetheless anything what Fernandes brought into Malaysia Airlines. The past 3 months was […]
[…] AirAsia’s new home within eighteen months is strategic in nature. We are praying to God that Khazanah don’t fall into the same trap with Fernandes, twice. There is this saying; When a man calls one a donkey, pay no attention to him. But when […]
[…] is a GLC director now, after successfully getting Khazanah Holdings Bhd conned into a ‘share swap’ deal on 9 August. He was appointed non executive non independent director. He also managed to get Khazanah to […]
[…] subsidiary and will fully agreed for the ‘share swap deal’ on 9 August even though then it did not bring any clear benefit for the national carrier, what more at the ridiculous price it was inked for the ‘baseball card trading’. […]
[…] It was also said in abstract, Malaysia Airlines’ senior manages were let in of this eventuality. It is almost like a primary move to psychologically condition them for this. Then again, until present moment so many question ‘where’s the beef for Malaysia Airlines in the share-swap deal’. […]
[…] was sucked into doing a share-swap between Malaysia Airlines and AirAsia, where no one could really justify the beef for Malaysia Airlines, in a lopsided corporate deal which is being seen as the devouring of the tier-1 premium airliner […]
[…] Airlines-AirAsia ‘share swap’ and CCF was inked exactly seven months ago. So far, we Malaysians failed to see how it benefited the national carrier. Instead, what is seen is the AirAsia’s partners abuse and devouring Malaysia Airlines. Even […]
[…] doubt the ‘share swap’ would benefit Malaysia Airlines at all. The stupid lemon that they tried to sell for what already seemed to be a corporate con-job was […]
[…] Air Asia to collaborate should be made responsible for the reckless planning and execution, which deemed not beneficial to Malaysia Airlines at all even back […]
[…] Fernandes also is one of the persons who should be jointly and severally responsible for the MyCC RM10m fine each to Malaysia Airlines and AirAsia exactly a week ago. He is believed to be one the engineers and manipulators for the ‘Malaysia Airlines – Air Asia share swap’ under the falsehood pretext of “collaborating and co-operate to bring Malaysia Airlines to greater heights”. We serious doubted that and eventually proven right. […]