Announcement • Feb 13
Global Infrastructure Management, LLC, Employees Provident Fund of Malaysia, Abu Dhabi Investment Authority and Khazanah Nasional Berhad as part of a consortium completed the acquisition of remaining stake in Malaysia Airports Holdings Berhad (KLSE:AIRPORT).
Global Infrastructure Management, LLC, Employees Provident Fund of Malaysia, Abu Dhabi Investment Authority and Khazanah Nasional Berhad as part of a consortium made an offer to acquire the remaining stake in Malaysia Airports Holdings Berhad (KLSE:AIRPORT) for MYR 12.3 billion on May 9, 2024. The Board of Directors of the Company on behalf of Joint Offerors of a pre-conditional voluntary conditional take-over offer announcement pertaining to the Joint Offerors’ intention, subject to and contingent upon the satisfaction or waiver of the Pre-Conditions, to acquire all the remaining 1,118,098,325 ordinary shares in Malaysia Airports Holdings Berhad not already held by the Joint Offerors, representing 67.01% of the total issued MAHB Shares, for a cash offer price of MYR 11.00 per Offer Share. An application to the Securities Commission Malaysiato seek its consent for the Offer, was approved by the Securities Commission Malaysia on 9 May 2024. As at the date of this Pre-Conditional Offer Announcement, none of the Joint Offerors nor the PACs have received any irrevocable undertaking from any holder of the Offer Shares (“Holder”) to accept the Offer, other than from Khazanah and EPF. The Offer will be conditional upon the Joint Offerors having received, not less than 90.00% of the total issued MAHB Shares. The Joint Offerors do not intend to maintain the listing status of the Offeree on the Main Market of Bursa Securities. If the de-listing of the Offeree from the Official List is successful, the Shares will no longer be traded on Bursa Securities. The Joint Offerors confirm that they have sufficient financial resources to satisfy full acceptance of the Offer Shares, and confirm that the Offer will not fail due to insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full in cash. The Board's intention of the Offer will not be made unless and until all the Pre-Conditions have been satisfied, without conditions or on conditions reasonably satisfactory to the Joint Offerors or waived by the Joint Offerors on or before November 15, 2024 being six months from the date of the Pre-Conditional Offer Announcement. As on June 13, 2024, the airport operator said the General Authority for Competition of Saudi Arabia (GAC) issued a certificate confirming that the privatisation deal did not require notification to the GAC. The remaining three required pre-conditions are from the Malaysian Aviation Commission, the Turkish Competition Authority and the Egyptian Competition Authority. As of August 6, 2024, Malaysia Airports Holdings received a press release from AmInvestment Bank, on behalf of the Joint Offerors, informing the Company that the Joint Offerors have elected to waive the Pre-Condition relating to the receipt of merger control approval, from the Egyptian Competition Authority. The Offer is still subject to the satisfaction or waiver by the Joint Offerors of the other Pre-Conditions as set out in the Pre-Conditional Offer Announcement, and accordingly, there can be no certainty that the Offer will be made even if the remaining Pre-Conditions are satisfied or waived. The parties submitted an application to the Securities Commission Malaysia (“SC”) for an extension of time until December 20, 2024. As of January 6, 2024, the acceptance period of offer extended from January 8, 2025 to January 17, 2025. As of January 8, 2024, the offer has received 84.12% of acceptances of the Offer. As of January 17, 2025, the offer closing date has been extended to January 24, 2025. As of January 20, 2025, The Offer Closing gate has been extended to February 4, 2025. As of January 20, 2025, the Acceptance Conditions have been revised to the condition that the Joint Offerors having received, on or before the Closing Date, valid acceptances which will result in the Joint Offerors and the Joint Ultimate Offerors holding in aggregate at least 85.00% of the total issued MAHB Shares. The takeover offer of Malaysia Airports Holdings Bhd by the consortium has met the acceptance threshold ahead of the February 4, 2025, deadline. As of January 28, 2025, the offer become unconditional. Accordingly, MAHB does not comply with the minimum public shareholding spread requirement of 25% pursuant to Paragraph 8.02(1) of the Listing Requirements which stipulates that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders.
AmInvestment Bank Berhad acted as financial advisor to Khazanah Nasional Berhad. Murray Cox, Jamie Maples, Brendan Moylan and David McKendrick of Weil, Gotshal & Manges LLP, Baker McKenzie's Malaysian associate firm Wong & Partners acted as legal advisor to Global Infrastructure Partners. Freshfields Bruckhaus Deringer acted as legal advisor to Abu Dhabi sovereign wealth fund. Hong Leong Investment Bank Berhad acted as financial advisor to Malaysia Airports Holdings Berhad. Hong Leong Investment Bank Berhad acted as fairness opinion provider to Malaysia Airports. UBS Group AG (SWX:UBSG) acted as fairness opinion provider to Malaysia Airports.
Global Infrastructure Management, LLC, Employees Provident Fund of Malaysia, Abu Dhabi Investment Authority and Khazanah Nasional Berhad as part of a consortium completed the acquisition of remaining stake in Malaysia Airports Holdings Berhad (KLSE:AIRPORT) on February 12, 2025. As on the Final Closing Date, the Joint Offerors have received valid acceptances in respect of the Offer Shares resulting in the Joint Offerors and the Joint Ultimate Offerors holding, together with such Shares that are already acquired, held or entitled to be acquired or held, 1,646,452,838 MAHB Shares, representing 98.68% of the total issued shares of MAHB. Bursa Securities will suspend the trading of the securities of MAHB commencing from February 20, 2025. Accordingly, the Joint Offerors will issue a notice in the form or manner specified by the SC under subsection 222(1) of the CMSA to the Dissenting Holders within two (2) months from January 20, 2025, informing them of the Joint Offerors and Joint Ultimate Offerors’ intention to compulsorily acquire their MAHB Shares (“Compulsory Acquisition Notice”).
