THE family members of Japfa’s founder are looking to take the agri-food company private by way of scheme of arrangement, for S$0.62 per share.
The joint offerors, Renaldo and Gabriella Santosa – through their special purpose vehicle TAC 1 – and Rachel Anastasia Kolonas – through TAC 2 – are looking to acquire around 18.3 per cent of the total issued shares of Japfa, the company said in a bourse filing on Friday (Jan 24).
The offer price represents a 34.8 per cent premium to the counter’s last traded price on Jan 15, and a 12.7 per cent premium to the company’s net asset value per share as at Sep 30, 2024.
The two Santosas are siblings; Kolonas is their cousin. Renaldo Santosa is also executive director and head of strategic projects at Japfa, while Gabriella Santosa is head of business development.
The Santosa siblings are children of the late Handojo Santosa, Japfa’s former executive chairman. He was the son of the late Ferry Teguh Santosa, who founded Japfa.
Kolonas is the daughter of Hendrick Kolonas, non-executive director at Japfa and the uncle of the two Santosa siblings. Hendrick is also the sole director of TAC 2.
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Japfa said the scheme is an opportunity for shareholders to realise their investment in the company at a premium to prevailing market prices, “which may otherwise be difficult due to the low trading liquidity of the shares”.
The move is expected to provide the offerors and the company’s management with greater flexibility to manage and grow the existing business, the company said.
“This will allow the company to pursue longer-term business strategies which may otherwise contrast or conflict with the shorter-term expectations of the public market,” it added.
The privatisation will also allow Japfa to save on expenses for maintaining its listing, and to focus its resources on its business operations, it said.
Japfa noted that the consideration is higher than the historical traded prices of the shares over the last four years.
It has a premium over the volume weighted average price per share up till Jan 15 – of 39 per cent for one-month; 51.2 per cent for three-month; 70.3 per cent for six-month; 80.2 percent for nine-month and 93.1 per cent for 12-month.
Shareholders holding some 4.4 per cent of the Japfa shares have also provided irrevocable undertakings to vote in favour of the scheme. These include Japfa chief executive Tan Yong Nang; chief financial officer Kevin John Monteiro; Great Alpha Investments and Great Delta Investments.
The special purpose vehicles holding the Santosa and Kolonas families’ investment in Japfa are excluded from the offer. These vehicles currently hold 81.7 per cent of the total issued shares of Japfa.
In March 2024, Bloomberg reported that the owners of the mainboard-listed agri-food company are considering taking it private and have started talks for a loan that would back any such move.
Japfa declined to comment on the matter, noting that it “does not consider it appropriate” to comment on the matters that are not actions of the company or the board, and highlighted that exploratory discussions on different transactions are regular.
DBS is the sole financial adviser to the joint offerors. W Capital Markets has been appointed as the independent financial adviser to the independent directors.
Shares of Japfa closed at S$0.53 on Friday, down S$0.015 or 2.8 per cent, before the announcement.
