SIME/E&O ... Aug12

The Court of Appeal will hear the suit on the recusal of High Court Judge Abang Iskandar from hearing the case brought by a minority shareholder of E&O against the SC tomorrow (09 Aug 2012). The SC has applied to rescue Abang Iskandar from hearing a judicial review sought by the E&O minority shareholder Michael Chow of the commission’s decision on SIme Darby’s purchase of a 30% stake in E&O.

Chow filed the application for judicial review in Dec 2011 to challenge the SC’s ruling on SIme Darby’s purchase of a 30% stake in E&O. The SC ruled that the acquisition of shares from E&O’s three major shareholders did not trigger a MGO for the rest of the shares in E&O. The three major shareholders who sold portions of their shares to SIme Darby at rm2.30 a share on Sept 2011 are E&O MD Terry Tham, GK Goh and Tan Sri Wan Azmi.

In his application for a judicial review, Chow is asking the court to compel the SC to revoke its waiver to SIme Darby from undertaking a MGO, arguing that the premium of 59% which Sime Darby paid for the 30% block was clearly a bid to gain control of the company.

Meanwhile SC said in 10 Aug 2012 Sime Darby Bhd does not have to make a general offer for the remaining shares in Eastern and Oriental Holdings (E&O) after it acquired a 30% stake.

SC’s position on the GO requirement in the Sime Darby-E&O acquisition remained unchanged as per the statement issued on Oct 11, 2011.

The decision is now (Aug 2012) subject to judicial review which is pending in court.

In the Oct 11 statement, the SC had stated it concluded the review of the circumstances surrounding the acquisition of 30% equity interest in E&O by Sime Darby for any Take-Over Code implication.

The SC had then stated in the course of the review, parties involved in the transaction were interviewed and relevant documents procured. The review included an assessment of possible concert party relationships between and amongst the parties involved. Precedents in Malaysia and practices and rulings in other jurisdictions on similar issues were also examined.

Having analysed all the evidence gathered, it is the SC's finding that the acquisition of the 30% equity interest in E&O by SDB had not given rise to a mandatory offer obligation under the Malaysian Code on Take-Overs and Mergers 2010.