Conglomerate of five listed companies will produce almost 6% of world's palm oil
By S JAYASANKARAN
IN KUALA LUMPUR
IT WILL be the largest merger in Malaysian history and could create a RM30 billion (S$12.9 billion) mega-company with annual net profits of RM2 billion, executives familiar with the plan said.
The plan calls for the assets of five plantation companies to be sold to a special purpose vehicle in return for shares and the subsequent delisting of the five. Following that, an internal re-organisation of the new firm would have to be done as the new entity would have disparate assets besides plantations.
All five firms - Sime Darby, Golden Hope Plantations, Kumpulan Guthrie, Guthrie Ropel and Highlands & Lowlands - were suspended from trading on the local bourse yesterday morning.
Permodalan Nasional Berhad (PNB), a state-owned investment holding company, has controlling interests in the five companies which should make the merger relatively smooth.
The executives said that the merged entity would produce almost 6 per cent of the globe's annual palm oil and allow cost savings of at least 10 per cent through better logistics, enhanced bargaining leverage for supply purchases and streamlined administration.
They also said that it was likely that the plantation management of Sime Darby, widely considered the most efficient state-owned plantation firm, would drive management.
In a country that has consolidated almost every state-dominated sector - from banking to telecommunications - plantations remains the last bastion, with considerable value waiting to be unlocked.
But Malaysia's push to merge its plantation assets is also part of an effort to boost the country's competitiveness in order to face challenges thrown up by new Asian investment magnets, particularly India and China.
Moreover, rising commodity prices and Prime Minister Abdullah Ahmad Badawi's personal interest in the sector have made agriculture more important to investment-starved Malaysia. Palm oil, widely used in everything from cooking oil and soap to perfume, generated exports valued at over RM19 billion last year and the sector employs over 100,000 people.
Another reason propelling the merger is that state-owned plantation firms generally underperform their non government-linked rivals.
Companies like IOI Corporation, Kuala Lumpur Kepong and Asiatic Development, all controlled by ethnic Chinese Malaysian families, as well as Danish-owned United Plantations, are foreign institutional favourites and are more productive and profitable.
In comparison, the share prices of the state-owned plantation firms trail their private rivals, which is why merger for greater efficiencies of scale was mooted.
Even so, it has taken its time coming. The plan was originally mooted by dealmaker and former stockbroker Chua Ma Yu to then-prime minister Mahathir Mohamad in October 2002 but was met with resistance from various quarters.
The opposition isn't hard to fathom. The government originally bought its controlling stakes in companies like Guthrie and Golden Hope from their former British owners in the early 1980s in part to help create an ethnic Malay managerial and commercial class. That goal is part of a longstanding affirmative action programme designed to enhance the economic standing of Malays, who make up about 60 per cent of the country's population.
Consolidation, with its more than probable layoffs and management changes, would negate those advantages and leave the Malay-dominated government open to criticism that it was abandoning its core constituency.
Even so, the fact that Mr Abdullah pushed it through, albeit five years later, illustrates his new-found political confidence in the wake of a ruling party caucus that he dominated.
Mr Chua's original plan called for the creation of a global plantation company dominated by Sime Darby that would create a famous Malaysian brand name.
More recently, the plan was aggressively pushed by Nazir Razak, the influential chief executive officer of CIMB, Malaysia's second largest banking group and, incidentally, the investment bank that is advising on the deal.
Mr Abdullah bought it.