KUALA LUMPUR: Genting Bhd
has made a conditional voluntary take-over offer for all the shares in Genting Malaysia Bhd it does not already own for RM2.35 cash per share.
In a bourse filing, the group said it is proposing to privatise Genting Malaysia via the acquisition of 2.87 billion shares or 50.64% equity in the subsidiary for a total consideration of RM6.74bil.
It will finance the purchase with RM6.3bil in debt financing and internally generated funds.
AmInvestment Bank Bhd has been appointed as the principal adviser to the offer, which is expected to be completed by the fourth quarter of 2025.
The offer is conditional upon Genting receiving enough acceptances from shareholders to push its holding in Genting Malaysia past the 50% equity threshold. As at the last practicable date prior to the announcement, Genting held 49.36% stake in the company.
Upon the offer becoming unconditional, Genting is obliged to accept all valid acceptances received on or before the closing date.
Genting said it does not intend to maintain the listing status of Genting Malaysia, and will apply to Bursa Securities to withdraw its listing status should it hold in aggregate 90% or more of Genting Malaysia shares.
It will also seek to delist Genting Malaysia should the acceptances received result in the company not meeting the public shareholding spread requirement of 25%.
Genting Malaysia, which is principally involved in leisure and hospitality services including the integrated resort business at Genting Highlands, was listed on the Main Board of the Kuala Lumpur Stock Exchange on Dec 22, 1989.
In the financial year ended Dec 31, 2024, Genting Malaysia registered a profit after tax and minority interest (Patami) of RM251.2mil. Consolidated net assets attributable to the owners of the company as at Dec 31, 2024, was RM11.92bil.
According to the filing, Genting believes the takeover will bolster Genting Malaysia's financial profile should its New York unit secure the bid to develop an estimated US$5.5bil integrated resort destination in New York.
"If the bid is successful, significant capital investment is required to implement the abovementioned proposal.
"In this regard, Genting believes that with control over Genting Malaysia clearly established through its majority ownership of Genting Malaysia shares, the overall financial profile of Genting Malaysia will be further enhanced as Genting will be better placed to lend the Genting Group’s financial strength and network to support the development of this significant project," it said.
The offer will also provider shareholders the opportunity to realise their investments in Genting Malaysia at a premium ranging from 9.81% to 22.9% above the market prices of Genting Malaysia shares over the last 12 months.
Trading in the shares and structured warrants of Genting and Genting Malaysia, which was suspended today, will resume at 9am tomorrow.