FAQs on the Proposed Merger Between Pidemco Land Limited and DBS Land Limited
Singapore, 12 July, 2000
1) How did the proposed merger with Pidemco Land come about?
DBS Land and Pidemco Land are engaged in largely the same business. Consequently, management of DBS Land and Pidemco Land conducted a strategic review of their businesses and concluded that shareholder value would be maximised through a merger of the two similar companies.
2) What is the rationale for the proposed merger?
DBS Land is pursuing the merger in order to maximise shareholder value. The proposed merger will result in the creation of one of the largest property groups in Singapore and the region, with total assets that will more than double - to $18 billion. As a result, shareholders will receive numerous benefits including:
(i) enlarged portfolio size and platform for expansion,
(ii) a larger market capitalisation,
(iii) broader geographic presence, and
(iv) significant operational synergies and economies of scale.
3) How will the proposed merged entity be structured?
The merged businesses of Pidemco Land and DBS Land will be organised into distinct business units dedicated to the merged company's core businesses. Each of these business units will be held by the merged company, a listed entity that will also function as a corporate headquarters.
4) Who will run the proposed new entity?
Philip Yeo, the current Chairman of Pidemco Land, will serve as Chairman of the Board of Directors of the merged entity. Hsuan Owyang, the current DBS Land Chairman, will hold the position of Deputy Chairman and Liew Mun Leong, the current Pidemco Land President, will be named President and Chief Executive Officer. Hiew Yoon Khong will be the Chief Financial Officer for the merged entity and Lim Joke Mui will be the proposed Group Company Secretary and concurrently the Chief Financial Officer for the Commercial and Fund Management Strategic Business Units (SBUs). Key management leading the merged group's SBUs are:
- Mr Richard Helfer, CEO, Raffles Holdings Limited (Hotels)
- Mr Kee Teck Koon, CEO designate, Serviced Residences
- Mr Ed Ng, CEO designate, Commercial
- Mr Ed Ng, CEO designate, Fund Management
- Mr Anthony Seah, CEO designate, Property Management
- Mr Tham Kui Seng, CEO designate, Residential
The formation of the Office of the President, comprising Mr Hiew Yoon Khong, Mr Kee Teck Koon, Mr Ed Ng and Mr Tham Kui Seng, has been proposed to assist in formulating the group's strategic directions and policies, and in the development of human capital.
5) What is the vision and business strategy of the proposed new entity?
The new entity's vision is to be a world-class property company that delivers sustainable shareholder value through: · world-class products and services · value to customers · development of talent and human capital It will focus on its core competencies in the residential, commercial and serviced residence sectors, enhance fee-based component of its business, pursue prudent international expansion, improve its capital structure and exploit internet and e-initiatives.
6) Who are the major shareholders of the proposed new entity?
ST Group, will be the major shareholder of the merged company.
7) What are the proposed terms of the merger?
The merger will be implemented as a share swap: DBS Land shareholders will receive one Pidemco Land share for every one DBS Land share held. Pidemco Land shares will be listed on the SGX.
8) How were the terms of the proposed merger decided?
The exchange ratio was determined based on the current net asset value per share of DBS Land relative to that of Pidemco Land.
9) What has been done to ensure the interest of minority shareholders?
NM Rothschild & Sons served as an Independent Financial Advisor to the independent directors of DBS Land. Based on information made available to Rothschild, they are of the view that the terms of the proposed merger are fair, reasonable and not prejudicial to the interests of DBS Land shareholders. Having considered the advice of Rothschild and the terms of the proposed merger, the independent directors of DBS Land recommend that shareholders vote in favour of the merger.
10) Is the proposed merger subject to approvals from shareholders and/ or other authorities or regulatory bodies?
Yes, approval of the proposed merger will be sought from the shareholders of DBS Land. Full details and explanation of the proposed merger and its implications will be included in the Scheme Document to be sent to shareholders in due course. An Extraordinary General Meeting will be convened for shareholders to vote on this merger. In addition, the proposed merger requires sanction by the High Court of Singapore and the listing of Pidemco Land shares is subject to approval by the SGX.
11) When will the proposed merger be completed if the necessary approvals are obtained?
We expect to complete the merger during the fourth quarter of this year.
12) Will the trading of DBS Land shares be affected during the interim period?
13) What are the tax implications of the proposed share swap for existing DBS Land shareholders?
None. Shareholders are not expected to be subject to taxation as a result of the exchange of DBS Land shares for Pidemco Land shares.
14) Is any action required of shareholders in the meantime?
When you receive notification of the forthcoming EGM, respond by mailing your completed and signed proxy card in the enclosed return envelope so that you are entitled to your vote. Have a question that we have not addressed? Email us at firstname.lastname@example.org and we will get back to you. Or contact us at Tel: 4351188, Mondays to Saturdays during office hours.
The above is only a summary of the relevant information in connection with the merger. For full details of the merger, you should consider all relevant information in connection with the merger including the Announcement released jointly with Pidemco Land Limited on 12 July, 2000. In due course, we will issue the Scheme Document to you. The Scheme Document will contain the full details and explanation of the merger, including the advice of our independent financial advisers and the recommendation of our independent directors.