THE $8.7 billion takeover play for Miramar Hotel and Investment by tycoon Li Ka-shing and CITIC Pacific seems a carbon copy of an earlier bid on conglomerate Hang Chong. Even the bidders are similar. Mr Li is again linking up with CITIC Pacific as he did for the Hang Chong deal in 1991. Two other similarities are the involvement in the deal of New World Development's Cheng Yu-tung and Mr Li's reliance on a middleman to pull the whole thing off. When Mr Li made his play for Hang Chong, chairman Ho Sin-hang's desire to dispose of his shareholding in the conglomerate and retire provided for an easy passage. There appears to be a striking similarity in the Miramar bid with chairman and key player Ho Tim also wanting to dispose of his investments and retire. Another reason to believe that the deal will go through without a hitch is the fact that Ho, 90, is a close friend of Mr Li. Miramar, the target of the takeover, is a traditional Chinese enterprise now being run by the second generation of the Young family. The family has not been aggressive since the death of Young Chi-wan, father of the present director and general manager of Miramar Hotel, Albert Young Bing-ching. It is believed that the Young family has a 24 per cent stake in Miramar, while Mr Ho controls less than 10 per cent. The total shareholdings of other members on the board, including the family of Yue Kam Po, and Mr Cheng is about 15 per cent. Industry observers said the takeover is likely to be friendly rather than hostile, which is indicative of the way Mr Li does business. CITIC Pacific managing director Henry Fan Hung-ling said: ''It is an open and friendly deal, not a hostile takeover. Whether the takeover succeeds or not depends on the Young family.'' Although Mr Fan said it was too early to tell what kind of co-operation there would be with Mr Li, he regarded the potential of Miramar as tremendous. It is believed that Mr Li has had his sights on Miramar for at least two years. The attraction, say insiders, is Miramar's spread of property assets, especially the valuable hotel sites in Tsimshatsui and Park Lane Square II. Analysts suggest that asset stripping of the company is a possibility if the takeover goes through. Since the total estimated value of these two sites alone is about $7 billion, the redevelopment of the Miramar Hotel in Nathan Road and the disposal of other property seem highly likely. Even the ''shell'' of Miramar is valuable, being worth at least $80 million. It could also prove useful to CITIC Pacific as a vehicle for its hotel projects in China. ''It would be a logical move for CITIC to join the takeover bid, because the company has some projects in China as well. ''Also, the outlook for the hotel industry in Hongkong in the next few years is optimistic,'' said Sun Hung Kai Securities research director Percy Au-yeung. Analysts believe that the Li consortium and the majority shareholders of Miramar, who hold an aggregate of about 40 per cent of the shares, have a good relationship and the offer should go through. They also believe Mr Li has had messages relayed to Mr Young through Mr Ho about his Miramar takeover intentions. However, if the rumour-mill is to be believed, the takeover might not go as smoothly as planned. There are two clouds on the horizon. First, there is speculation that a third party - possibly cash-rich Hongkong and Macau Holdings or even New World Development - might launch a counter bid. The offer price is said to be $17 a share, compared with $15.50 a share from the Li-CITIC consortium. If true, this would be the first time that a Li-inspired takeover has been challenged. However, Mr Fan said that, as far as he knew, no other party had made a formal proposal to Miramar. Since Mr Li's consortium has no Miramar shares in hand at present, it is expected that he would raise his bid if his hand is forced. The second concern surrounds the valuation. Mr Li has offered $15.50 a share and $8.50 a warrant, representing a premium of 4.7 per cent a share and a discount of 1.2 per cent a warrant. The valuation, however, on Miramar Hotel should be taken carefully, because if it is based on the book value, it would be less than $15. That would make even the $15.50 offer seem irrationally high. However, brokers such as Barings and Sun Hung Kai, estimate net asset value (NAV) at $18 to $20. The main assets break down as follows, according to the brokers: Miramar Hotel, estimated at $1.6 billion; Park Lane Square II, $5.3 billion. The rest of the assets are Park Lane I, Nam Hai Hotel (25 per cent), Furama Hotels (3.5 per cent), 5,135 acres of land in California, a 50,000-square-feet site in Bangkok and a 200,000 sq ft residential and commercial complex in Vancouver. Miramar Hotel's share price jumped from $14.80 on Tuesday before its suspension at $16 on Friday. The premium to the offer price suggests that investors believe Mr Li will have to improve his offer. According to the statement made by CITIC and Cheung Kong, it is their intention to retain Miramar's listing status on the stock exchange - if their shareholding does not exceed 90 per cent. Otherwise, the company will be privatised. The offer is conditional upon 50 per cent acceptance. In 1981, the company sold the Old Wing of Miramar in Kowloon to Hongkong Land and Carrian Investments for $2.8 billion, making it the biggest single property transaction at that time. However, the deal was aborted and followed by the collapse of the property market and the winding-up of Carrian. The Miramar Hotel was listed in 1970. Its major asset was the 1,200-room Miramar Hotel, consisting of two sections, the Old Wing and the Princess Wing. After an aborted attempt to sell the Old Wing, it was redeveloped into Park Lane Square, which is divided into two towers, Tower I and Kee Wan Tower. Tower I occupies a 16,000 sq ft plot and was completed in 1988. Kee Wan occupies a 70,000 sq ft plot and is in the final stages of construction. The Princess Wing went through a $100 million refurbishment and is the current Miramar Hotel. The company also has interests in nine Hongkong restaurants, including the three popular Tsui Hang Village restaurants in Hongkong. Tower I of Park Lane Square contains 54,000 sq ft of retail space, which is currently 90 per cent occupied, and 178,000 sq ft of office space, which is currently 95 per cent occupied. The neighbouring Kee Wan Tower had 520,000 sq ft of office space ready at the end of March this year and will have 200,000 sq ft of retail space completed by the end of December. About 40 per cent of the retail space has already been rented. Together with the 110,000 sq ft of retail space on the ground floor of Miramar Hotel, these two towers produce all the company's rental income. Miramar has a series of new projects in various stages of development in China. It has signed a contract with the airport authority in Shenzhen to develop a 500-room hotel complex near the airport. It is waiting for approval from the Shenzhen local government to begin work. The hotel will be completed in stages, with 100 rooms, a restaurant and retail space being built first. In Shanghai, the company had a joint-venture investment in a Shanghai-Miramar hotel project. It has now obtained approval from local authorities to convert the project into a commercial and retail development.