#merger proposal

[rwatimes]

Forward Industries proposes merger with Solana Company

➤ Forward Industries has proposed an all-stock merger with Solana Company, offering a 10% premium, which was declined by Solana's board. ➤ Forward Industries, which pivoted to a crypto-focused model centered on Solana, aims to increase scale and expertise in the Solana ecosystem through this acquisition. ➤ The company is also set to join the Russell 2000 and 3000 indices, reflecting its strategic market expansion efforts.

[24australia-blog]

Quiksilver surfs into Billabong

[therakyatpost]

New Post has been published on The Rakyat Post

New Post has been published on http://www.therakyatpost.com/business/2014/09/06/epf-caught-tricky-bind/

EPF caught in tricky bind

KUALA LUMPUR, Sept 6, 2014:

The Employees Provident Fund (EPF) is caught in a tricky bind in trying to protect the interests of its 14 million-odd pension fund contributors, even while it has to obey Bursa Malaysia rules related to listed company deals.

As the major shareholder in CIMB Group Holdings Bhd, RHB Capital Bhd and Malaysian Building Society Bhd (MBSB) — which are now looking to merge into a mega Islamic bank — it has to be always seen as a neutral party.

To ensure this is the case, EPF has to abstain from voting on the merger proposal and not be seen to be interfering in any way on what is supposed to be a pure commercial deal — to fully comply with Bursa rules.

However, EPF also has to ensure its contributors’ funds are never placed in jeopardy or short-changed — a mandate it has carried out over the years and has become arguably one of the most trusted institutions within the country.

This conflict between two very important duties aimed at ensuring public confidence in the Malaysian regulatory system had so far been handled behind the scenes by EPF — but such a delicate balancing act has now exploded into the public eye.

In a statement yesterday, EPF said: “We find it shocking that certain parties have unscrupulously distributed confidential correspondence and discussions at board level to members of the media.

“Their actions are unacceptable under Malaysian law and market practice and a clear breach of trust and professional duty.

“The EPF has requested that appropriate action be taken to investigate this matter and address this gross misconduct.”

Explaining why the confidential request was made, it said: “The EPF reiterates that we have not been part of any discussions on the details of the proposed merger.

“In this instance, the EPF has merely asked the RHB board to consider our unique position as the guardian of the rights and savings of 14 million working Malaysians who deserve a voice in determining the future of their investments.”

Expressing dismay over the leak, it said: “We regret that the actions of these parties seemed to be designed to place the EPF in an unfavourable light and pre-emptively prevent an impartial discussion of the legitimate voting rights of a shareholder.

“This unique situation deserves close and careful consideration as any decision to the contrary would severely impede the EPF in carrying out its mandate to serve the Malaysian public at large.”

What makes the whole situation quite ridiculous is that EPF’s request is valid on many counts.

In aiming to protect over 14 million pension fund contributors, EPF aims to act in everyone’s best interests — for minority shareholders as well, since they, too, make up a significant number of the pension fund contributors.

But giving priority to Bursa rules over its pension fund mandate may cause the situation to be tipped unfairly against the spirit for which both sets of rules were drafted — and also end up being not in favour of minority shareholders.

On the converse viewpoint, EPF’s outstanding track record of upholding corporate governance to ensure a level playing field for all parties — foreign investors included — means that EPF cannot afford any impression of interference in the merger proposal.

In short, for EPF to even consider a request for a waiver so that it can vote on the merger proposal is wrong by Bursa rules.

It becomes the typical Pandora’s box quandary — once opened, others can take advantage of such an exception too.

This effectively means that EPF has to forget about the waiver request or attempt any further input into the merger negotiations — and trust the minority shareholders in all three firms involved to vote wisely when all details are unveiled.

All this is of course conditional upon the parties hammering out the deal coming up with the best possible outcome for everyone involved — and EPF can then hire an independent review to be done for those voting on the deal, highlighting concerns it may have at that juncture.