MMC and Gamuda accept Smart offer

By MARK RAO / Pic By TMR

MMC Corp Bhd has agreed to sell its 50% stake in Syarikat Mengurus Air Banjir & Terowong Sdn Bhd (Smart) to the Minister of Finance Inc (MoF Inc).

MMC announced it will sell its interest in the highway asset for RM184.5 million, which it holds via Projek Smart Holdings Sdn Bhd.

“MMC wishes to announce that the boards of directors of MMC and Projek Smart had, on July 5, 2019, agreed to accept the offer by MoF Inc in relation to the proposed disposal,” it told Bursa Malaysia.

“The acceptance of the offer is subject to the finalisation of the terms and conditions of the definitive agreement to be executed.”

Further announcements will be made in due course if there are any material developments, MMC added.

MoF Inc tabled the bid to take-over Smart in June 21 this year, and will fork out RM369 million for full ownership of the highway asset.

Gamuda Bhd, who holds the remainder 50% in Projek Smart, also resolved to accept the bid after its directors unanimously found the offer to be both fair and reasonable.

MoF Inc will pay a total of RM6.2 billion to take-over four highways in Malaysia, namely Smart, Sistem Penyuraian Trafik KL Barat Sdn Bhd (Sprint), Lingkaran Trans Kota Sdn Bhd (Litrak) and Kesas Sdn Bhd, by way of compensation to the concession holders.

The government body will acquire the assets via a special-purpose vehicle (SPV) to be identified at a later date, while each deal going through is contingent on the other.

Gamuda holds a major stake in all four highways and noted that all the concession holders related to the deal have accepted the offers.

Consequently, the acquisitions will be subject to Gamuda securing a simple majority vote from its shareholders except for the Litrak and Sprint deals, which is subject to a 75% approval from Lingkaran Trans Kota Holdings Bhd’s shareholders.

The latter, which is a 44%-owned by Gamuda, holds major stake in both Litrak and Sprint.

“The concession holding companies expect to commence negotiations with MoF Inc to finalise the terms and conditions of the definitive agreements and to execute the definitive agreements with the SPV by Aug 30, 2019,” Gamuda said.

This is subject to satisfactory due diligence findings by MoF Inc and Cabinet approval being secured.

MoF Inc is offering RM1.38 billion for Kesas, RM1.98 billion for Sprint, RM2.47 billion for Litrak and RM369 million for Smart. The concession period for Kesas ends on 2028, while Litrak ends on 2030. Sprint and Smart end on 2034 and 2042 respectively.