The curious case of SAH and its big sell-off
MOST sellers, whether in business or the property market, invariably
try to get the best deal possible. ........
The curious story of
Shanghai Asia Holdings (SAH) and its one billion yuan (S$195 million)
deal to sell off all of its businesses, however,
appears to defy that logic.....
.....SAH said last October that it was
selling its aluminium foil and cigarette carton printing businesses to two parties, Shantou Wanshun Package Material Co (SWP) .....and Gemguard Technologies'......SAH... had
earlier expounded the bright prospects of the businesses.
......SAH said it will use part of the net proceeds from the sale to pay off its outstanding loan....Some ....will be placed in the hands of shareholders through dividend payouts or a capital reduction.'....The rest of the funds will be used to invest in 'viable business opportunities in other areas of business', ....
trading of the firm's shares will be suspended - assuming that the Singapore Exchange (SGX) allows SAH to remain listed without a core business.
This is a deal riddled with questions. First of all, the
company has offered little clarity on its rationale behind the sale of its assets, except to say that it had received 'unsolicited offers'. That doesn't seem convincing, especially when the assets supposedly enjoy bright prospects. In fact, in its last results statement before the deal was announced, SAH said of its aluminium foil business: 'The markets for the group's aluminium foil rolling products are improving and the group stands to benefit from the increasing consumer spending and sentiment in China and the US, which bode well for the aluminium industry.'
Following the sale, SAH said it will seek opportunities 'in other areas of business'. But
why does SAH want to sell off promising assets, and face the uncertainty of looking for a new business? It has, so far, given no answers to that.
Then there is the structure of the deal and the way the businesses are valued. Based on what SWP is paying for a 75 per cent stake in the aluminium foil business, a simple calculation shows that
the 25 per cent stake that Gemguard is buying is worth S$48.8 million. This suggests then that Gemguard is paying just S$1.2 million for the cigarette carton printing business that brought SAH 42.9 million yuan in operating profit in 2009. 'The sum is derisory because SAH serves major cigarette companies,' said minority shareholder Richard Lim in a letter to BT. 'Moreover, SAH has stakes in two printing firms with a total book value of well over S$2 million.'
In a statement to SGX that appears to be a bid to justify the way the transaction was structured, SAH said that its intention was to sell the businesses for one billion yuan. To put it bluntly, it was not concerned that the sale would value its cigarette carton printing assets at a mere S$1.2 million.
This does not reflect much business sense. As put by Mr Lim in his second letter: 'The two businesses are distinctly different and can be sold separately. The printing business should be valued comparable to other established industry players and not under part of a single package.'
SAH appears to be 'selling this business as though it is in distress' and is 'in a hurry to raise cash. One wonders why', added Mr Lim.
Another niggling issue is the
finder's fee that SAH will pay a shareholder, Yao Hongyuan, who has a 0.96 per cent stake in the firm. According to SAH's October statement, it will pay Mr Yao 9 million yuan upon the completion of the sale.
This
again is questionable because one of the buyers, SWP, already has a business relationship with SAH, noted another shareholder who wrote in to BT. According to SWP's own IPO prospectus, it has served two wholly-owned subsidiaries of SAH involved in cigarette carton printing.
Given that the two parties already know each other, what did Mr Yao do to justify being paid a finder's fee?
It is only fair for SAH minority shareholders to pose these questions. And they deserve better answers from the company - which so far has avoided the nub of the issue.
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