[SINGAPORE] Controlling shareholder Jardine Matheson is moving to take Mandarin Oriental private in a recommended cash takeover valued at US$3.35 per share, bringing the hotel groupâs total valuation to about US$4.2 billion.
Jardine Mathesonâs wholly owned subsidiary Bidco will acquire the remaining 11.96 per cent of Mandarin Oriental shares it does not already own. The offer includes a US$2.75 scheme value and a US$0.60 special dividend from the hotel groupâs sale of part of One Causeway Bay (OCB), a commercial development in Hong Kong.
It represents about a 52.3 per cent premium to Mandarin Orientalâs closing price of US$2.20 on Sep 29 â the last business day before the company announced the possible OCB sale â and a 53.7 per cent premium to its net asset value of US$2.18 per share as at Jun 30.
Mandarin Oriental on Friday (Oct 17) said that it will sell the top 13 floors of OCB, the buildingâs rooftop signage and 50 parking spaces â totalling 301,555 square feet (sq ft) in floor area â to Alibaba Group and Chinese financial tech company Ant Group for US$925 million. Alibaba and Ant Group were co-founded by Jack Ma.
The remaining office space spanning 286,984 sq ft and retail component, which takes up 82,550 sq ft, will remain owned by Mandarin Oriental.
Jardine Matheson noted that the privatisation of Mandarin Oriental aligns with its strategy to âdeliver superior, long-term returnsâ from its portfolio of businesses and is in line with its capital allocation framework.
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It added that full private ownership of Mandarin Oriental would simplify its own corporate structure and better support the hotel groupâs growth. The acquisition is also intended to give shareholders a chance to realise full value for their Mandarin Oriental shares.
If the deal does not proceed, Jardine Matheson plans to continue pursuing the companyâs delisting by other means.
Jardine Matheson also pointed out that Mandarin Oriental shares have historically had low trading volumes and liquidity, often trading below adjusted net asset value. The deal would, thus, allow shareholders to sell their shares at a premium and receive cash return from the OCB sale via the US$0.60 per share special dividend.
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Jardine Matheson plans to finance the scheme value through cash on its balance sheet, alongside committed facilities.
If the scheme goes ahead, Mandarin Oriental will be removed from all the stock exchanges it is listed on, including in Singapore.
One Causway Bay sale
Mandarin Oriental said that the partial sale of One Causeway Bay is part of its asset-light strategy and will enable a âsignificant returnâ of capital to its shareholders.
From the proceeds, the company will repay borrowings of US$96 million drawn for the construction of the property.
It will retain up to 3 per cent of the gross proceeds to fund the remaining construction cost of OCB, as well as provide Alibaba and Ant Group with a fixed sum of US$37 million towards planned enhancements to the property.
After selling expenses, about US$758 million will be distributed to shareholders via a special dividend of US$0.60 per share.
Jardine Matheson and Mandarin Oriental will release their third-quarter financials on Nov 21.
In Singapore, shares of Jardine Matheson closed on Friday 0.8 per cent or US$0.48 higher at US$61.13, and Mandarin Oriental ended 0.4 per cent or US$0.01 higher at US$2.40.
