Peak property portfolio key to HK$1.6 billion takeover tussle

Paladin shareholders caught in bitter squabble after brothers make HK$254.6 million offer for the company that is valued at HK$1.6 billion

PUBLISHED : Thursday, 31 July, 2014, 12:41pm
UPDATED : Friday, 01 August, 2014, 7:37am

Competing scions of a prominent Taiwanese family are fighting over a HK$2.4 billion property portfolio on the Peak in a bitter battle for control of assets that may leave minority shareholders in its listed vehicle the big losers.

Paladin - an investment holding firm run by Michael Chen Te-kuang, the son of former socialite Lilian Chen Oung Hsiao-mei - last month dismissed an unsolicited takeover offer worth HK$254.6 million by a British Virgin Islands-registered company, Gold Seal Holdings.

Gold Seal is controlled by Michael Chen's uncle Andrew Oung Da-ming and aunt Margaret Uon.

Andrew Oung, who according to a 2007 notice on Taiwan's Ministry of Justice website is wanted in connection with a bribery probe, has been joined in the fight by his brother James Oung Da-ming, a former Taiwanese legislator and convicted fraudster, and James' son, James Oung Shih-hua, a Paladin director.

The takeover bid by the Oungs - descendants of Taiwanese businessman Oung Ming-chang, the founder of Hualon Group, a textile, agribusiness and financial services conglomerate - is less than a sixth of the HK$1.6 billion net asset valuation placed on Paladin by Investec Capital Asia in a review commissioned by the firm shortly after the offer was made.

Gold Seal yesterday said it would extend the unconditional offer period for another month, after the take-up for the offer only attracted the holders of about 0.1 per cent of Paladin's shares.

James Oung Snr appears on the offer document as a "concert party", although he is not a shareholder and it is not clear what his role is. His criminal background is not mentioned in the document, nor does it say that Andrew Oung is wanted for questioning by the Taiwanese authorities.

These disclosures, however, may not be mandatory under the Securities and Futures Ordinance rules, which govern takeover bids.

"It would depend on whether it is information that would enable the shareholders to reach a properly informed decision regarding the merits and demerits of the offers," Christina Lee, a partner at law firm Baker & McKenzie, told the South China Morning Post.

The battle for Paladin was triggered by a share placement planned by its board in April at 30 HK cents a share that was blocked by the Oung brothers, arguing that it undervalued the company - the principal asset of which is the Peak property portfolio, which includes the Oasis.

Key to control is the Paladin stock owned by BVI-registered Five Star Investments, in which Lilian Oung was listed as a director owning a one-third stake. The remaining Five Star shares were held by the estate of the late Oung Chin Liang-fung, wife of the Hualon founder.

Oung Ming-chang died in 1977, but a family squabble over the estate has left his body lying in a coffin filled with formaldehyde in his home in Taiwan, according to media reports.

Meanwhile, a series of strokes three years ago forced Lilian Oung to stop her business commitments. It is unclear from the publicly available documents whether she is mentally able to make decisions, which would make stewardship of her shares a core issue.

Neither side in the dispute over Paladin would confirm who has authority to act for either Lilian Oung or the Oung estate.

On July 18, the Paladin shares held by Five Star were transferred to a wholly owned subsidiary, Cityguard Holdings. At the same time, control of Five Star was switched to another BVI firm, Basurto Holdings.

A transfer price of 44.9 HK cents - an 80 per cent premium to the Gold Seal offer - was registered on the Hong Kong stock exchange website, although it is not clear whether it was physically paid or who got the money.

Basurto is owned by Andrew Oung. His registered sharehold ing in Paladin went from 15.34 per cent to 69.71 per cent on the day of the transaction.

A representative for the Oung brothers rejected any idea that existing Paladin shareholders would be unhappy at the restructuring.

"This transfer has no bearing on the takeover offer or on the interests of the shareholders to whom it is made," said Stephen Clark, a managing director at Anglo-Chinese Corporate Finance, an adviser to the Oung brothers.

According to Lee, it is difficult to decipher from the transaction whether there are any compliance implications under the takeovers code.

Neither party to the dispute would say if all the original Five Star shareholders gave their consent for it to take place.

Additional reporting by Lawrence Chung in Taipei