F&N Directors to Sell Shares as Charoen’s Bid Seen ’Fair’

Fraser & Neave Ltd. Chairman Lee Hsien Yang and three other directors plan to sell their shares to TCC Assets Ltd. after adviser JPMorgan Chase & Co. called the Thai company’s S$13.8 billion ($11.2 billion) revised takeover bid “fair.”

Thai billionaire Charoen Sirivadhanabhakdi’s TCC bid for F&N at S$9.55 a share on Jan. 18, topping an offer by a group led by Overseas Union Enterprise Ltd., which later decided not to raise its earlier bid of S$9.08. TCC Assets said it owned 45.32 percent of the company as of Jan. 25.

The TCC bid is “the only offer that is available for acceptance by shareholders as at the latest predictable date,” the F&N board said in a letter published on the company’s website yesterday.

Charoen, Thailand’s richest man, is moving closer to winning control of the Singapore-based conglomerate after a two-month battle over F&N, which has assets from soft drinks to serviced apartments. The TCC offer is a premium in a range of 21 percent to 77 percent above daily closing prices of the 12-month period prior to the unaffected share price date, JPMorgan is cited as saying in the F&N board’s letter to shareholders.

“The liquidity of the share may be impacted following the close of the revised TCC offer,” the bank said, according to the letter. “There is no assurance that the liquidity of the shares will remain at current levels.”

The revised offer will close at 5:30 p.m. Singapore time on Feb. 4.

Lee, the younger brother of Prime Minister Lee Hsien Loong, was the chief executive officer of Singapore Telecommunications Ltd. for more than a decade before he became the chairman of F&N in 2007. He led the effort to expand the reach of Southeast Asia’s biggest phone company through acquisitions.

Directors to Sell

Apart from Lee, the three other directors intending to accept the offer are Timothy Chia Chee Ming, Tan Chong Meng and Nicky Tan Ng Kuang, according to the letter. The estate of Kwa Siew Tee, of which Lee is one of the three trustees, also plans to take the offer.

Lee owns 180,000 shares in F&N, while Chia has 15,187 shares, Tan Chong Meng 30,000, Nicky Tan 50,000 and the Kwa estate 408,240 shares, according to the letter.

The four directors are the only members of the nine-person board to directly hold shares in the company, according to Elaine Lim, a spokeswoman for F&N in Singapore.

F&N’s board previously said the independent adviser has found both Charoen’s earlier offer and the bid by OUE “not compelling but fair.”

Before it's here, it's on the Bloomberg Terminal.