Hap Seng Consolidated Bhd has agreed to dispose of its 50.82% stake in Singapore-listed Hafary Holdings Ltd for approximately S$140.03 million (RM446.37 million) in cash, as part of a voluntary conditional takeover offer by 23 Capital Pte Ltd.
The group said its wholly-owned subsidiary, Hap Seng Investment Holdings Pte Ltd (HSIH), had resolved to accept the offer for all 218.79 million Hafary shares it owns.
The offer price of S$0.64 per share, equivalent to about RM2.04, compares with HSIH’s initial investment cost of S$0.24 per share.
Hap Seng said the proposed disposal is expected to generate an estimated gross disposal gain of approximately RM187.3 million.
Upon completion, Hafary will cease to be a subsidiary of HSIH.
Separately, the shareholders of 23 Capital — Low See Ching, Low Kok Ann and Low Bee Lan, Audrey — have also undertaken to accept the offer for their collective 39.14% stake in Hafary.
Together, the irrevocable undertakings cover about 387.32 million Hafary shares, representing 89.96% of its issued shares.
The offer is conditional on 23 Capital receiving sufficient valid acceptances and/or acquiring enough shares to meet the threshold required to exercise compulsory acquisition rights under Singapore law.
Hap Seng said the transaction would allow the group to realise its Hafary investment at an attractive valuation, strengthen its financial position and provide greater financial flexibility.
The disposal will also mark Hap Seng’s exit from the downstream segment of the building materials market, although the group will forego Hafary’s future earnings contribution.
