F&N Directors Plan to Resign After Close of Thai Offer

Fraser & Neave Ltd. said its entire board plans to resign from the property and soft-drink company after the close of Thai billionaire Charoen Sirivadhanabhakdi’s takeover offer.

The directors are “committed” to an orderly transition and will consult with Charoen’s TCC Assets to appoint three additional board members when the bid becomes unconditional, Singapore-based F&N said in a filing today. The offer is due to close at 5:30 p.m. Singapore time on Feb. 4.

Charoen’s TCC Assets raised its bid for F&N to S$9.55 a share on Jan. 18, valuing the company at S$13.8 billion ($11.2 billion), to top an an offer led by Overseas Union Enterprise Ltd., which later decided not to increase its S$9.08 a share proposal. TCC Assets yesterday said it owned 45.61 percent of the company.

F&N Chairman Lee Hsien Yang, the younger brother of Singapore Prime Minister Lee Hsien Loong, and three other directors plan to sell their shares to TCC after adviser JPMorgan Chase & Co. said the offer was “fair.”

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.

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