New consortium linked to Temasek and Mapletree makes rival offer for SPH

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Cuscaden Peak, a company formed by a consortium comprising Tiga Stars, Adenium, and Mapletree Fortress has submitted a proposal to acquire Singapore Press Holdings (SPH), rivalling Keppel Corporation which first submitted its proposal in August. As part of the Proposed Acquisition, Cuscaden has agreed to pay SG$2.10 fully in cash for each share.

Whether or not Cuscaden proceeds with this would be subject to amongst others, SPH accepting and finalising the terms of the Possible Scheme with Cuscaden, and SPH and Cuscaden entering into definitive agreements to effect the Possible Scheme, Cuscaden said in an SGX filing. The implementation of the Possible Scheme will be conditional upon the fulfilment or waiver of certain conditions precedent, such as the completion of the restructuring of the media business of SPH announced in May.

The Possible Scheme will also need to receive majority approval of three-fourths in value of SPH's shareholders present and voting at the scheme meeting, other substantially similar conditions precedents which have been announced by SPH and Keppel Pegasus in August will also need to be waived. The Keppel deal values SPH at SG$3.4 billion and upon successful completion, SPH will eventually delist and become a wholly-owned subsidiary of Keppel.

Tiga Stars, Adenium, and Mapletree Fortress own 40%, 30%, and 30% of the consortium respectively. Tiga Stars is an investment holding company 70% owned by Hotel Properties Limited and 30% owned by Como Holdings. Adenium is a wholly-owned subsidiary of CLA Real Estate Holdings and its portfolio includes 100% shareholding in CapitaLand Limited, real estate assets in Australia, and investments in the life sciences sector. CLA is an independently managed portfolio company of Temasek Holdings. Meanwhile, Mapletree Fortress is the newly formed company in Singapore for the purposes of the Proposed Acquisition. It is an indirect, wholly-owned subsidiary of Mapletree.

Last month, 97.55% of SPH's shareholders voted in favour of transfering its media business to the company limited by guarantee (CLG) for a nominal sum of SG$1. That same month, The New Paper also announced that it is discontinuing its print edition and going fully digital from 11 December, as part of SPH Media Trust's aim to accelerate the digital transformation of its newsrooms, including The Business Times. Additionally, resources for The Straits Times will also be expanded. SPH Media Trust is also officially merging Chinese evening dailies Lianhe Wanbao and Shin Min Daily News from 26 December, with its last edition on 24 December 2021.

SPH reported a 69.8% increase in operating profit to SG$206.7 million for its non-media operations for the year ended 31 August 2021 (FY 2021). The improved performance was across all segments, including retail and commercial and purpose-built student accommodation (PBSA) despite the ongoing disruption from COVID-19, especially in the earlier part of the financial year.

Total revenue for its non-media business grew to SG$475.1 million due to higher rental income from retail and commercial and PBSA driven by the expanded portfolios and lower tenant rental relief for retail tenants. On the other hand, revenue for the media business dipped SG$85.8 million (17.5%) as a result of lower advertisement revenue of SG$37.6 million (-14.1%) and circulation revenue of SG$17.2 million (-12.3%). Income from the job support scheme (JSS) was also lower by SG$10.3 million (36.7%).

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