Fraser & Neave Board to Resign From Company
01/28/2013| 09:06pm US/Eastern
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SINGAPORE--Fraser & Neave Ltd. (F99.SG) Tuesday said all of its board members including Chairman Lee Hsien Yang will resign from the company after the close of a multibillion-dollar offer made by a Thai tycoon for the Singapore conglomerate.
"The Directors are committed to ensuring an orderly transition to a new Board," Fraser & Neave said in a filing to the Singapore exchange before market-open Tuesday.
Fraser & Neave, whose board includes nine directors including its chairman, will hold its annual general meeting later Tuesday.
The company's board Sunday said that Thai billionaire Charoen Sirivadhanabhakdi's revised offer of S$9.55 (US$7.74) per share, valuing the company at US$11.22 billion, was "fair" and four of the directors said they are willing to tender their shares on the revised offer.
The offer from Charoen's unlisted vehicle TCC Assets is due to close Feb. 4. He already has a 45.61% stake in the company, and needs another 5% to gain majority control.
The statement said the board will appoint three additional directors, in consultation with TCC, when the revised offer is declared unconditional.
Fraser & Neave, which now has interests in property and soft drinks, first came into play in July when Mr. Charoen began buying shares in the Singaporean firm, a move which prompted Dutch brewer Heineken NV to buy out its 81-year-old beer-brewing joint venture with Fraser & Neave for US$4.6 billion.
Mr. Charoen made his first bid for the whole of Fraser & Neave in September, offering S$8.88 a share or US$7.2 billion to buy the shares of the company that he didn't already own. That was turned down by the Fraser & Neave board, which said the offer wasn't "compelling."
The battle intensified when Overseas Union Enterprise Ltd. (LJ3.SG), a property company owned by the wealthy Indonesian Riady family, in November made a US$10.6 billion offer -- at S$9.08 per share -- which was also turned down.
The prospect of a bidding war propelled Fraser & Neave's share price to record highs, with both bidders spending months extending offers that forced the Singapore regulator--the Securities Industry Council--to step in and direct both parties to come up with revised offers or face an auction.
On Jan. 18, Mr. Charoen, who now owns 44.05% of the company, made a revised S$9.55 a share offer valuing Fraser & Neave at US$11.2 billion. At that point OUE dropped its pursuit of the company.
Write to P.R. Venkat at venkat.pr@wsj.com and Martin Vaughan at martin.vaughan@wsj.com
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