The current business story about FELDA Global Ventures Holdings Bhd. (FGV) is the story of taking over Pontian United Plantations Bhd. (Pontian Plantations) is actually more than what meets the eye. The proposed deal eventually be about the FELDA business and investment enticing and arming DAP leaders with a huge amount of cash if the deal goes through.
The Malaysian Reserve story on the proposed acquisition.
Friday, 19 July 2013 10:06 Azli Jamil 0 Comments
Cash-rich Felda Global Ventures Holdings Bhd (FGVH) is proposing to spend up to RM1.21 billion to buy an unlisted firm that has 40,000 acres of palm oil plantation mostly in Sabah, just less than two weeks after it purchased an RM44 million upstream acquisition of 21,037ha in Kalimantan Barat, Indonesia.
The deal is to be done through a voluntary conditional takeover offer of all the voting shares of RM1 each in Pontian Plantations United Bhd for RM140 per offer share.
This is in line with FGVH plans to further expand its oil palm plantations as reported earlier in the local exchange.
In a related announcement to the exchange yesterday, plantation company TSH Resources Bhd is selling its entire 16.17% interests in Pontian to FGVH for RM195.8 million cash. The sale will result in a gain of RM86.4 million to TSH Resources.
TSH Resources, which owns Pontian via its indirect wholly owned subsidiary Bisa Jaya Sdn Bhd, joins a few other shareholders who have given irrevocable undertakings to sell their shares to FGVH, totaling about two million shares or 23.81%, leaving about 6.6 million shares or 76.19% to be acquired by FGVH via this offer.
Last year in June, TSH Resources made an offer of RM90 per share for the 6.94 million shares or 80.28% of Pontian share it did not own, for a total deal value of RM625 million.
The deal fell through following the expiry of the offer’s closing date where TSH Resources had only managed to increase its shareholdings from 8% to 20.2%.
The offer price by TSH Resources of RM90 a share represented a price earnings (PE) multiple of 14.49 times while the current offer by FGVH of RM140 per share represents a PE multiple of 21.8 times based on the average earnings per share of Pontian of RM6.43 for the past two financial years ended Dec 31, 2011, and 2012.
FGVH said this acquisition will be funded via internally generated funds, proceeds raised from FGVH’s initial public offering (IPO) and/or bank borrowings.
According to FGVH’s statement to the exchange, the offer is expected to be completed by the fourth-quarter of 2013 and is conditional on it holding more than 50% of Pontian shares as at the offer’s closing date which will be set in the future.
FGVH raised RM4.46 billion in its 2012 IPO and as at the last report, RM3.85 billion remained of the money.
There are several interesting bits about this proposed corporate maneuvre.
As a start, it is a super-premium acquisition. FGV is paying a hell of sum of money amounting up to RM 1.2 billion, not to mention the premium that goes with that for the entire corporate exercise. The first tranche is RM 195 million for 23.81% of Pontian Plantations which is currently held by TSH Resources Bhd.
Analysts are mixed over the RM 1.2 billion price tag offered by FGV for Pontian Plantations acquisition proposal. RHB Research Institute Sdn Bhd thinks the price is too steep. The valuation seems high based on Pontian Plantations’ 2011 and 2012 net profits of RM 71.7 million and RM 39.5 million, respectively, translating into price-earnings (PE) ratios of 16.9 times for 2011 and 30.7 times for 2012, RHB Research noted. “More importantly, its landbank is priced at RM74,765 per ha, which looks expensive, even higher than the valuation. RM140 per share translates to approx RM1.2 Billion cash consideration”.
TSH Resources had a prickly boardroom experience in Pontian Plantations, where they don’t have majority power. They tried to take over the rest of Pontian Plantations for RM 90.00 per share, which is 14.5 PE exactly a year ago but failed. DAP Adviser for Life, founder and former Chairman Dr. Chen Man Hin and sons control majority of the remaining of the 65.6% of Pontian Plantations and the BOD, refused to this TSH Resources offer.
Another interesting fact is that when TSH Resources offered to take over Pontian Plantations last year, the CPO was at RM 3,200 per ton. The current proposed offer of RM 140 per share today is at the point where the CPO price is RM 2,300 per ton.
The Star report on TSH Resources attempt to take control of Pontian Plantations a year ago:
Thursday June 28, 2012
TSH proposes merger with Pontian United Plantations
BY WONG WEI-SHEN
Chairman says move will ignite synergistic growth
In filings with Bursa Malaysia on June 26, TSH announced a proposed acquisition of PUPB’s entire voting shares of RM1 each via its indirect wholly-owned subsidiary, Bisa Jaya Sdn Bhd (BJSB), together with Chin Leong Thye Sdn Bhd, Lee Chin Hwa, Lee Min Huat and Lee Sep Pian.
“Our intention for the merger is to create more value. We can have better economies of scale and can benefit from creating value together,” chairman Datuk Kelvin Tan told reporters yesterday.
Both TSH and PUPB plantation fields have been neighbours since the 1990s, sharing the same access road in Lahad Datu, Sabah.
Tan said the benefits of the merger included economies of scale in both companies’ supply chains, logistics, distributions, finance and employee training.
Most of PUPB’s plantations have matured, while 73% of TSH’s plantations are immature. Furthermore, TSH has a landbank size of 70,000 ha for future planting. “PUPB can ride on the growth that we will have,” Tan said.
PUPB would also be able to reap benefits from TSH’s biotech Wakuba high-yield clone, a technology developed by TSH’s biotech centre in Sabah. The Wakuba ramets can produce around eight to 10 tonnes per hectare of palm oil yield, compared with the current industry average of four to six tonnes.
The merger will allow both TSH and PUPB to increase planted plantation landbank size and eventually lead to a higher fresh fruit bunch output.
To enable the integration of both companies, TSH needs to obtain a 50% plus one share stake in PUPB. Currently, TSH and the joint offerors hold 1.71 million shares in PUPB, representing a 19.72% stake. Through BJSB, TSH has been a shareholder of PUPB since 2005.
TSH is offering RM90 for each PUPB share, which will come in two segments. The first of which will be satisfied through RM45.06 in cash and RM44.94 via the issuance of 21 TSH shares. This offer price is 2.25 times the last known transacted price six months ago of PUPB at RM40.
The issuance of TSH shares represents the ordinary shares of 50 sen each, issued at a price of RM2.14 per TSH share, a 10% discount to the five-day volume weighted average market price of TSH shares up to and including June 25.
The remaining 80% stake in PUPB not already owned by TSH and the joint offerors, via the offer was valued at RM624mil. This was at least 14.6 times the price earnings ratio, based on the past three-year net profit average. The 100% valuation of the company currently stands at RM780mil. TSH expects to deliver the offer document to PUPB in three weeks.
However, PUPB will continue to operate as a separate legal entity following the merger.
Obviously these Chinese businessmen failed to sort out their own affairs on the own.
What is FGV supposed to do absolving Kelvin Tan from his duties and commitments in BOD of Pontian Plantations by taking up all of the 23.8% holding but without BOD and management control?
So, the game now is for FGV to take over Chinese Chauvinist Dr. Chen Man Hin and sons’ holding for RM 140 per share at 31 PE, which translate to about RM 200,000 per acre and an eventual princely sum of RM 1.2 billion. That is exorbitantly over-priced, by any counts for a plantation.
The “Thirteen Million Plus Ringgit” question is; What if Dr Chen Man Hin and sons turn down the RM 140 per share of Pontian Plantations?
After all, most of Pontian Plantations are 999 years lease. Then, FGV must up its own offer, which may above the current RM 185,00 per acre already on the table. Otherwise, they are stuck with just the 23.8% bit acquired from TSH Resources.
FGV’s 23.8% investment in FGV would be of limited worth since Pontian Plantations is under the control of Dr Chen and his sons. The exercise would just alleviate Kelvin Tan from his own financial predicaments.
Then again the subsequent question would be whether FGV invest more money on consultants, to do a more comprehensive analysis on the project and come up with a more enticing proposal for the acquisition. After all, FGV CEO Emir Mavani (p.k.a. Pradeeb Kumar), Chief Strategy Officer Dr Suzana Idayuwati Osman and the planter-wannabe PEMANDUettes already commissioned some consultants to a sum of RM 1.5 million for this Pontian Plantations acquisition.
This consultancy expenditure for FGV is despite having a stream of PEMANDUettes Mavani brought in and placed them as General Managers all over strategic posts within FGV.
In short, this corporate maneuvre is about a GLC enticing the Chinese with more goodies and this time is with a princely amount of money. The irony is the benefactors are Chinese Chauvinists who are out to destroy entities that are supposed to look after the Malay interest, such as FELDA.
The supplementary “Thirteen Million Plus Ringgit” question is; What is FGV Chairman YB Tan Sri Isa Samad doing about this Pontian Plantations acquisition?
It is unfortunate that the public opinion especially amongst the Malays would eventually have a negative perception on FGV if this acquisition goes through. It is on top of the fact that Isa pushed so hard to have a Non Malay without any relevant plantations experience be placed to replace Tan Sri Sabri Ahmad as FGV CEO.
The fact is that no planter would ever want to pay almost RM 200,000 per acre in Sabah. So is the 11,500has New Britain deal, in Papua New Guinea. The simplest question that would cross the minds of many, especially the 112,635 FELDA setllers and their families, “Just because FGV have a lot of cash, they simply buy anything at any ridiculous price?”.
If FGV were to buy out most of Dr Chen Man Hin and sons’ holding in Pontian Plantations, especially at RM 140 per share then it would be seen as Isa ‘financing’ the DAP founder and Adviser for Life. Erosion of confidence on Isa, would be the least of Prime Minister Dato’ Sri Mohd. Najib Tun Razak’s problems when it comes to FELDA and the voters in the 54 Parliamentary constituencies where 114 schemes are located.