Escape clauses still relevant
Amid expectations that Temasek Holdings will wrap up its takeover of Shin Corp next Tuesday, all parties should bear in mind that the buyers could push back the date.
The tender offer form prepared by SCB Securities for the buyers, Temasek-controlled Aspen Holdings and Cedar Holdings, includes two escape clauses that allow the buyers to cancel the offer.The Securities and Exchange Commission received Form 247-4, the tender offer form, on January 23, the same day Temasek announced the Bt73.3-billion purchase of Shin Corp shares owned by five members of the Shinawatra and Damapong families. On the form, the buyers reserved the right to cancel the purchase of additional shares in case of events or actions that arise during the tender-offer period that could severely affect the target company's status or assets. The events or actions cannot be generated by the buyers or parties the buyers are not responsible for. In the other case, the tender offer could be cancelled if the target company acts in a manner that leads to a significant drop in its share price during the tender offer period. The tender offer was open for 25 days, from February 2 to today, while the payment date is set for March 14. As of March 2, 486.3 million shares have been tendered for, representing 16.2 per cent of Shin's outstanding shares. Including the 1.49 billion shares or 49.59 per cent that Aspen and Cedar bought from the two families in January, the buyers' combined ownership is 1.94 billion shares - or 65.8 per cent. The Nation
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