Fraser & Neave (F99.SG) said Tuesday that all of its board members, including Chairman Lee Hsien Yang, will resign from the company next week, making way for Thai billionaire Charoen Sirivadhanabhakdi, the largest shareholder, to restructure the board.
The nine board members decided to resign to allow Charoen's Thai company -- unlisted TCC Assets -- to have a "free hand to chart a new direction" for Fraser & Neave, a Singapore property and soft drinks conglomerate, Lee told shareholders at the company's annual general meeting.
Charoen, who holds a 46% stake in Fraser & Neave, has offered $9.55 dollars a share for the company's remaining shares. The offer closes Monday.
Fraser & Neave said the board will resign whether or not Charoen acquires more than 50% of the company before the offer closes, in which case the offer would become unconditional.
"It is not inappropriate for them to have full flexibility and take over with a clean slate," Lee said.
Separately, a Hirotake Kobayashi, managing director of Japanese brewer Kirin Holdings Co. (2503.TO), Fraser & Neave's second-largest shareholder with a 14.8% stake, said his company will decide whether to sell its stake to Mr. Charoen by Monday. Mr Kobayashi, also a Fraser & Neave board member, said Kirin would choose the option that would maximise value for Kirin's shareholders.
Kirin first acquired a stake in Fraser & Neave in 2010 for US$970 million ($1.2 billion) from Singapore state investment company Temasek Pte. Mr. Charoen's offer values Kirin's stake at around 2.5 billion dollars.
The 130-year-old Fraser & Neave came into play in July last year, when Charoen bought a stake in the company, triggering one of the biggest-ever takeover battles in Southeast Asia.
Charoen's first stake purchase prompted Heineken NV (HEINY) to bid for its 81-year-old beer-brewing joint venture with Fraser & Neave. The Dutch brewer got the prized Tiger beer business in September for US$4.6 billion.
Later in September, Charoen, through TCC Assets, offered to buy the remaining shares of Fraser & Neave for $8.88 a share, or US$7.2 billion, an offer the Fraser & Neave board turned down as not "compelling."
Overseas Union Enterprise (LJ3.SG), a property company owned by Indonesia's Riady family, in November offered US$10.6 billion, which was also turned down. Overseas Union had the support of Kirin, which agreed to buy Fraser & Neave's food and beverages business if Overseas Union's offer was successful.
Both bidders extended their offers for months, prompting Singapore's Securities Industry Council to step in this month and direct both parties to come up with revised offers or face an auction.
On Jan 18, Charoen raised his offer to $9.55 a share, valuing Fraser & Neave at US$11.2 billion. At that point OUE dropped out.
Fraser & Neave's board on Sunday said Charoen's revised offer was "fair" and four of the directors were willing to tender their shares.
Charoen's business interests range from Chang beer to property to soft drinks. In acquiring Fraser & Neave, he will add to his portfolio properties such as the Centerpoint mall in Singapore and residential properties from Southeast Asia to the UK.
Fraser & Neave also makes 100 Plus, fruit drinks and dairy products such as Magnolia milk.
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