Overseas Chinese Banking Corporation (OCBC Bank)

[Temperament]

OCBC’s bid for Wing Hang now unconditional

SINGAPORE — Oversea-Chinese Banking Corp’s (OCBC) HK$38.4 billion (S$6.17 billion) deal to take over Wing Hang Bank has turned unconditional, after its stake in the family-owned lender crossed 50 per cent.

But OCBC’s proposition to delist Wing Hang from the Hong Kong Stock Exchange could be in a pickle after hedge-fund firm Elliott Management raised its stake to nearly 8 per cent, the Wall Street Journal reported.

What is uncertain is whether OCBC will gain the roughly 90 per cent of shares needed under Hong Kong rules to squeeze out the remaining 10 per cent and delist Wing Hang.

In a filing with the Hong Kong Securities and Futures Commission, Elliott said it had bought an additional 8.7 million Wing Hang shares this week for HK$125 each, bringing its stake in the company to 7.8 per cent.

Elliott, run by billionaire Paul Singer, is known for an activist bent and agitating for a sale or board shake-up in companies in which it invests, pushing stock prices higher.

http://www.todayonline.com/business/ocbc...onditional

Since OCBC has already seize the control of Wing Hang,
it doesn't matter end of the day they own 60% or 88% after the takeover exercise.

Elliott Management trying to play hard to catch now, but I
don't think OCBC management is stupid enough to submit to them.
They can always wait, wait, wait, wait , and wait till the Hong Kong stock market crash !

Given the track record of OCBC in Great Eastern Life, I think Elliott Management can suck thumb and wait till their neck look like a Giraffe.

Elliott Puts Squeeze on OCBC-Wing Hang Deal
Elliott Management's Stake in Wing Hang Bank Complicates Life for Acquirer OCBC

There is little doubt OCBC will complete the takeover in some fashion. The terms of the offer required it to gain just over half of Wing Hang's shares and regulatory approval. It has both. What is at issue is whether OCBC can accumulate the roughly 90% of shares needed to delist Wing Hang from the Hong Kong stock exchange. Elliott's 8%, plus the 2% to 3% of shares that typically don't get voted in such deals, could be enough. There may be other investors on Elliott's side. If the deal doesn't get to 90%, the cost to OCBC shareholders could be substantial.

Under Hong Kong rules, if OCBC falls short of 90%, but has more than 75%, regulators will require it to issue Wing Hang shares back to the market to maintain the 25% minimum float requirement. It is highly likely those reissued shares would sell at a substantial discount to the 125 Hong Kong dollars (US$16.13) per share it is paying for Wing Hang. Basically, OCBC would be forced to buy high and sell low

http://online.wsj.com/articles/heard-on-...1404486060

..........regulators will require it to issue Wing Hang shares back to the market to maintain the 25% minimum float requirement.
Wow! Must think twice if want to buy WING HANG now. (Is it really a case of strike while the iron is hot)?

[Temperament]

http://online.wsj.com/articles/heard-on-...1402903604

OCBC's Pickle in Bid for Wing Hang Bank

By
Alex Frangos

Updated June 16, 2014 11:32 a.m. ET

A Wing Hang Bank branch in Hong Kong. Bloomberg News

Oversea-Chinese Banking Corp.'s O39.SG 0.00% bid for a piece of the Hong Kong lending scene could get complicated—and more costly.

There is little doubt the Singapore-based lender's $5 billion bid for Wing Hang Bank Ltd. 0302.HK +0.40% in Hong Kong will eventually close. OCBC has already lined up more than the 50% of shares required as part of the offer. It hopes this will springboard its business into mainland China thanks to Wing Hang's cross-border operations. Regulatory approvals appear likely, and a formal offer filing could come as soon as the end of this month.

Left uncertain, though, is whether OCBC will gain the roughly 90% of shares needed under Hong Kong regulations to squeeze out the remaining 10% and delist Wing Hang. Under Hong Kong rules, companies must maintain at least 25% of shares as a free float to remain listed. Should, say, 89% of Wing Hang shareholders take up the current offer, OCBC would be caught in an expensive pickle. OCBC would have to buy those shares at the offer price, but wouldn't have enough stock to delist.

The Hong Kong exchange would then force OCBC to sell back enough Wing Hang shares to the open market to get back to the float requirement. The problem is, OCBC would likely have to sell the Wing Hang shares for far less than the premium price it is offering in the takeover, something OCBC's shareholders wouldn't like. OCBC's offer values Wing Hang's shares at around 1.77 times book value. Before OCBC's offer hit the market, Wing Hang traded around 1.2 times book value. Such a share sale would likely happen at or below that lower

NB:-
Why or how come NO "Elliott Management" appears in CAPMALLASIA or HPL delisting saga? Not worth their while in SGX context?
In other words, is HK delisting rules better for the retailers viz a viz SGX?

[brattzz]

waos, sounds expensive for ocbc... will Eliott be willing to sell at US$16.13? no properly NOT! minimum US$20??!!

[Temperament]

waos, sounds expensive for ocbc... will Eliott be willing to sell at US$16.13? no properly NOT! minimum US$20??!!

So shall rush to buy WING HANG? Strike while the iron is hot ma. Right?

[Temperament]

Has it happened before a similar case as OCBC / Elliott saga then OCBC ”半 途 而 废“?
i can not recall anything like that in my 26+ of investing in SGX. i think the worse case is OCBC and Elliott will compromise somehow or other. The retailers better watch out lol!

[brattzz]

definately OCBC and Elliott will compromise, when the PRICE is RIGHT!

US$20/share may be cheaper than releasing 25% float back into the stock market!!

[Temperament]

definately OCBC and Elliott will compromise, when the PRICE is RIGHT!

US$20/share may be cheaper than releasing 25% float back into the stock market!!

Ha! Ha!
Good try! Don't know this is investment for value or speculation or my "ROJAK STYLE". But this is not SGX so will not try. i think you should know why if you read some of my earlier postings.

[brattzz]

doesn't bode well for OCBC, if they press on, will be an expensive buy-out, let's see what happens...

OCBC buy back shares, 50+100 lots at $9.46/47

[sgd]

page 20

http://www.whbhk.com/webpages_cms/files/...Report.pdf

does ocbc have all these people already in their pocket?

[Temperament]

Wing Hang may fall 40% if OCBC hindered, Credit Suisse says: Update PDF

Tags: Oversea-Chinese Banking Corp | Wing Hang Bank
Written by Bloomberg
Tuesday, 08 July 2014 14:29
Article Index
Wing Hang may fall 40% if OCBC hindered, Credit Suisse says: Update
Sweeter deal
All Pages
Page 1 of 2

Shares of Wing Hang Bank, a Hong Kong lender being taken over by Oversea-Chinese Banking Corp., could fall as much as 40% if OCBC doesn’t garner enough stock to delist the company, Credit Suisse Group AG said.

Under Hong Kong rules, Singapore-based OCBC needs to own at least 90% of Wing Hang’s shares to delist the bank, analysts Sanjay Jain and Vineet Thodge wrote in a report today. Failing to win acceptances to take it over that threshold before the takeover offer expires on July 29 means OCBC will have to pare its holdings to 75%, the analysts said.

The report came after a regulatory filing showed billionaire Paul Singer’s Elliott Capital Advisors LP had raised its stake in Wing Hang to 7.8%. OCBC bid US$5 billion ($6 billion) for Wing Hang in April, an offer that had been accepted by holders of 50.4% of the Hong Kong lender’s shares, the two banks said in a July 4 statement.

“Minority investors might be looking for higher valuations and delay submitting their shares into the tender offer to as late as possible,” Jain and Thodge wrote. “This would make it difficult for OCBC to gauge the potential acceptance level and whether to increase the price or not.”

Wing Hang shares lost 0.6% to HK$125.50 as of Hong Kong’s midday trading break. The benchmark Hang Seng Index dropped 0.1%. OCBC rose 0.1% to $9.47 in Singapore trading.





Home THE DAILY EDGE Business Wing Hang may fall 40% if OCBC hindered, Credit Suisse says: Update - Sweeter deal
Wing Hang may fall 40% if OCBC hindered, Credit Suisse says: Update - Sweeter deal PDF

Tags: Oversea-Chinese Banking Corp | Wing Hang Bank
Written by Bloomberg
Tuesday, 08 July 2014 14:29
Article Index
Wing Hang may fall 40% if OCBC hindered, Credit Suisse says: Update
Sweeter deal
All Pages
Page 2 of 2

SWEETER DEAL
Shares of Wing Hang rose 0.5% since July 2, when Elliott Capital bought 8.7 million shares at HK$125 ($20), according to a July 3 disclosure posted on the website of Hong Kong’s Securities & Futures Commission. The price matched the per-share amount offered by OCBC on April 1.

“One reason to buy in at this point would be to put pressure on OCBC to sweeten the deal” for minority investors, Jim Antos, a Hong Kong-based analyst at Mizuho Securities Asia, wrote in a note to clients today.

Shareholders including the family of Wing Hang’s Chairman Patrick Fung and Bank of New York Mellon Corp. had accepted the bid, OCBC said in April.

The Singaporean bank will keep Wing Hang’s shares listed if it can’t buy at least 90% of it, Chief Financial Officer Darren Tan said yesterday in response to questions on Elliott Capital’s stake. With the start of the general offer to Wing Hang’s investors, it’s too early to comment on possible outcomes, he said.

BIGGEST TAKEOVER
“OCBC has time on its side,” Antos wrote. While the lender can retain the Wing Hang listing indefinitely, minority shareholders may not be willing to hold on to their stakes because trading in the stock will be thin once the general offer is completed, he said.

The acquisition would give OCBC more access to China- related business in a city that is the biggest center for offshore yuan trading. The bid is the largest takeover of a Hong Kong bank since DBS Group Holdings, OCBC’s biggest competitor in Singapore, offered US$5.4 billion for Dao Heng Bank Group in April 2001.

Connie Leung, a Hong Kong-based spokeswoman for Wing Hang, didn’t immediately respond to an e-mail seeking comment.

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