28 May 2012
RHB OSK Merger Update: RHB Capital to purchase OSK's Investment Banking business, to be settled via RM 174.3 million cash and 245 million new shares to be issued by RHB (10% stake)
(OSK closing stock price today (28.5.2012) was RM 1.74)(RHBCAP closing stock price today (28.5.2012) was RM 7.40)
OSK Holdings Bhd (OSKH) is disposing of its investment banking business to RHB Capital Bhd for RM1.97bil to be satisfied via new RHB Cap shares and RM174.3mil cash, which would see OSKH getting a 10% equity stake.
OSKH said on Monday it would dispose of its 100% stake in OSK Investment Bank Bhd (OSKIB); 20% of OSK Trustees Bhd; 20% of Malaysian Trustees Bhd and 100% stake in OSK Investment Bank (Labuan) Ltd.
The total disposal consideration of RM1.977bil would be satisfied through the issuance of 245.0 million new RHB Cap shares to be issued at an issue price of RM7.36 per RHB Cap shares and cash of RM174.3mil, it said.
"The proposed disposal will enable OSKH to unlock the value of its investment in OSKIB Group, whilst the consideration shares to be received by OSKH will allow OSKH to equity account a prospective 10% stake in RHBC, which is a more liquid investment form compared to OSKIB," it said after entering into a conditional share purchase agreement with RHB Cap.
OSKH said the disposal consideration was based on OSKIB's unaudited consolidated net assets of RM1.102bil as at Sept 30, 2011 or at a price to book ratio valuation of about 1.77 times.
It added the issue price of the new RHB Cap shares of RM7.36 and the number of new RHB Cap shares to be received as part of the disposal consideration would be 10% equity interest in RHB Cap as at Dec 31, 2011.
"The issue price of RM7.36 represents a slight premium of 0.27% to the five-day volume weighted average market price of RHB Cap shares up to and including May 25, 2012 of RM7.34," it said.
OSKH added the cash portion of RM174.3mil would be used to defray the estimated expenses for the proposed disposal, repayment of bank borrowings of OSKH group and to fund OSKH's on-going businesses.
It also said the unaudited net assets of OSK Trustees, Malaysian Trustees and OSKIB Labuan as at June 30, 2011 were about RM5.13mil, RM9.15mil and RM21.61mil respectively.