MBK Partners has stood firm on the S$0.725 ($0.53) per share offer price of Lu Ye Pharmaceutical Investment, which it controls, in a deal valued at S$357.4 million ($262.6 million). The offer had been accepted by 77.19% of AsiaPharmÆs shareholders as of April 30. This includes AsiaPharm executivesÆ combined 44.17% stake in the company; they have agreed to swap their shares for an interest in a new holding company to be set up by MBK Partners.
AsiaPharm closed at S$0.74 per share on May 6, up 28% from its end-2007 close of S$0.58.
With the majority of the shareholders accepting the offer, the MBK PartnersÆ takeover of the firm is virtually a done deal. WhatÆs left to be decided is whether MBK Partners will succeed in taking AsiaPharm private, and for that, the offer would need to be approved by at least 90% of the shareholders.
It remains to be seen whether or not MBK Partners will succeed in delisting AsiaPharm, and a spokesman for the private equity firm declines to speculate on final shareholdersÆ acceptance level come May 22. The spokesperson notes, however, that one of the three minority shareholders that were originally said to be opposed to the deal û UK firm Martin Currie Investment Management û accepted the offer last month. The spokesperson says there is no word yet from one of the three firms, US-based Pope Asset Management. Martin Currie has a 5.68% stake in AsiaPharm, while Pope has a 3% stake.
Templeton Asset Management is the most vocal critic of the takeover offer. The Singapore-based Asian arm of US-based Franklin Templeton Investments manages the Templeton Strategic Emerging Markets Fund II, which holds a 4% share in AsiaPharm. Templeton believes the current offer price is undervalued by at least 50%, considering the potential earnings of the company over a three- to five-year period and the positive outlook for ChinaÆs pharmaceutical sector.
MBK Partners has extended the deadline for the takeover offer several times, but the latest extension is the final one.
A spokesperson at Templeton says the firm will continue to reject the offer, noting it is not concerned regarding the possibility of AsiaPharm shares becoming illiquid. Templeton believes it is still reasonable to anticipate that the stock could remain listed, which is what it prefers.
If MBK Partners is able to obtain 90% of the shares and is also able to delist the company, Templeton says it will expect the private equity firm to make a reasonable offer to purchase the remaining outstanding shares from existing shareholders.
MBK Partners has noted, however, that the offer price of S$0.725 cannot be increased and even if another offer is made, there is no certainty that the offer price will not be lower than the current offer price.
AsiaPharm is a specialty pharmaceutical group in China that started operations in 1994. It is engaged in the production and sale of drugs and formulations for medicines for orthopaedics, neurology, gastroenterology and hepatology and also provides contract research services. AsiaPharm has a manufacturing facility in Yantai in the northeastern Shandong province in China and a distribution network of 35 sales offices covering 30 provinces.
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