Target shares collapse after takeover fails

Kenneth Ko

THE shares of Pacpo Holdings and Hongkong Building and Loan Agency (HKBLA) were the top losers on the stock market yesterday following the collapse of takeover bids by China Strategic Investment.

HKBLA lost $6, or 30.9 per cent, to finish at $13.40 on a turnover of $1.57 million. Pacpo shed $1.10, or 30.3 per cent, to $2.525 on a turnover of $1.85 million.

The takeover bids fell through because five of the eight lenders behind a revolving $435 million facility granted to HKBLA in June last year objected to the change of beneficial ownership of the company.

Schroders Asia, the agent for all eight lenders, declined to give the reason for the objection.

Under the deal, minority shareholders in Pacpo would have been offered $3.82 a share, while HKBLA minorities would have been offered $20.43.

The five lenders that objected were Westdeutsche Landesbank, Bank Austria, Hongkong Chinese Bank, Societe Generale and Schroders.

A Schroders executive said his company was not prepared to spell out the reason on its own for its objection to the change of ownership.

The other four either refused to comment or were unavailable.

Banking industry sources suggested that the five might have felt ''uncomfortable'' or ''unfamiliar'' with the would-be owner of HKBLA, China Strategic.

''There are many considerations for lenders in an event of ownership transfer of a company,'' said one banking executive.

''I am not talking on the specific case of HKBLA. But in general, creditworthiness of the new owner is a major concern for lenders.

''Some banks may not like to do business with companies relating to particular backgrounds, for example Indonesian capital or others.'' He added that in some cases, lenders might demand extra charges in anticipation of an increase in the potential risk following an ownership transfer, and the would-be owner might not agree to pay.

Both China Strategic and Pacific Concord Holding, owner of controlling stakes in Pacpo and HKBLA, said they did not know why the lenders had objected.

The takeovers and mergers regulators at the Securities and Futures Commission are to look into the case to ensure that appropriate disclosure has been made on the collapsed deal.

China Strategic, which is controlled by Indonesian businessman Oei Hong Leong, announced the deal on December 10 under which the firm would pay Pacific Concord $170 million for a 69.44 per cent stake in Pacpo, which owns a 67.6 per cent interest in HKBLA.

Pacific Concord director Matthew Tam said the group had not decided the next move for its stakes in Pacpo and HKBLA.

He said the group was not in a hurry to sell out of Pacpo and HKBLA, although the two companies had been on the market for some time.

''The amount of capital possibly involved in disposals of interests in Pacpo and HKBLA is not that much for Pacific Concord,'' he said.