Goodwood Park Hotel, once one of the best-known listed companies here, is offering to buy out its remaining minority shareholders.
The Khoo family used Hotel Holdings, a private vehicle, to mount a voluntary unconditional cash offer yesterday for all the remaining shares it does not own at $43 per share.
The offer values the company at $1.85 billion. The Straits Times understands that there are 183 minority shareholders. These investors would have chosen to hold their stock despite the firm delisting after a buyout offer in 2004.
Hotel Holdings owns 24.24 per cent of Goodwood Park Hotel. It said in a statement that it has received irrevocable undertakings from parties holding a further 75.43 per cent. That brings the total held to about 42.8 million shares or 99.67 per cent of the company.
This means that the 183 minority shareholders collectively own a mere 0.33 per cent stake in Goodwood Park Hotel.
The offer will become unconditional when it opens two to three weeks from now.
Hotel Holdings said the move is aimed at consolidating the holdings of Goodwood Park Hotel – comprising the Goodwood Park Hotel, York Hotel and Royal Garden Hotel – under a single holding company. The three hotels have a total gross market valuation of $1.03 billion, according to an independent valuation by CBRE.
It noted that the offer will also help minority shareholders realise their investments in cash “at a compelling price”, given that a small proportion of its shares continued to be publicly held since its exit offer and the firm’s delisting in December 2004.
“Since then, it has become difficult for shareholders to realise their investment in the company’s shares, given the lack of a public market,” it said.
Hotel Holdings said it plans to exercise its right to compulsorily acquire all the shares of shareholders who have not accepted the offer when it closes, on the same terms.
The offer price exceeds the company’s revalued net asset value of $42.81 per share, and is also much higher – at a 262.1 per cent premium – than the net exit offer price of $11.88 per share in 2004, excluding a special dividend, at its delisting.
The special dividend followed the sale of the company’s entire stake in Standard Chartered Bank to Temasek Holdings in 2006, said to be at US$4 billion.
Hotel Holdings added that it has no plans to divest any of the hotels, convert them to alternative uses or expand their capacity materially in the foreseeable future.
Goodwood Park Hotel was owned by tycoon Khoo Teck Puat until his death in 2004.
DBS Bank is financial adviser to Hotel Holdings.