KUALA LUMPUR: Maybank has not accepted the improved offer by Fullerton Financial Holdings Pte Ltd made after the non-closing of the US$1.5 billion (US$1=RM3.43) PT Bank Internasional Indonesia (BII) deal Friday.

Fullerton, the wholly owned subsidiary of Temasek Holdings Pte Ltd said it had on Friday, sent a written offer to Maybank, offering to close the transaction as per the Share Sale Agreement (SSA) with a rebate of S$236.4 million (US$165.9 million).

“However, despite the offer of a rebate, Maybank did not accept the offer. We are aware that Kookmin Bank also made an offer,” said Fullerton in a statement issued from Singapore yesterday.

The US$1.5 billion deal involves a combined stake of 55.5 per cent held by Fullerton and South Koreas Kookmin in BII.

Fullerton said the offer to Maybank was made without prejudice to Fullertons accrued rights under the SSA but specifically required Maybank to proceed with its earlier commitment to make a tender offer at Rp510/share as per the SSA.

“The offer was made by Fullerton in the interest of the minority investors in Indonesia. In light of these events, Fullerton will exercise all its rights under the SSA and will explore with Kookmin the various options with regard to their respective stakes,” it said.

Giving a chronology of the events to the date of offer, Fullerton said it was informed by Maybank on Sept 16 that with the reinstatement of the approval by Bank Negara Malaysia (BNM), all conditions precedent under the SSA had been fulfilled and that Maybank wished to proceed to complete the proposed acquisition in accordance with the terms of the SSA. Pursuant to Maybank’s request, all parties agreed to close at 2pm on Sept 26, 2008.

On Sept 24, Fullerton said it had received a faxed letter from Maybank requesting negotiations for a reduction in the purchase price and an extension of the Longstop Date to Oct 26, 2008.

“This request by Maybank was made despite BNM reinstating its approval for Maybank to complete the transaction. There were no communications of such requests from Maybank prior to this letter,” it said.

A day after, Fullerton and Kookmin informed Maybank that they had considered its requests carefully and were unable to accede.

Fullerton and Kookmin stated they were ready, able and willing to proceed with the closing of the transaction at 2pm on Sept 26, 2008 as agreed to by all parties.

On the same day, Fullerton said, Maybank had informed them that the approval by BNM had become conditional on Maybank obtaining an extension to the SSA and a new agreement on the purchase price.

Maybank further informed Fullerton and Kookmin that unless BNM’s approval becomes unconditional, Maybank would not be able to complete the transaction.

“On the morning of Sept 26, Fullerton and Kookmin replied to Maybank to confirm that they were ready, able and willing to honour the SSA and that they intended to proceed with the agreed closing.

Both Fullerton and Kookmin reserved their rights,” the statement said.

It further said that Fullerton and Kookmin were present from the agreed closing time at 2pm until 8pm to close, but neither Maybank nor its representatives presented themselves for the closing.

Fullerton is a bank holding company, which invests in financial institutions in Asia.

It assists these financial institutions to set and meet the highest standards of governance, operations and performance.

In accordance with good corporate governance, its degree of involvement is always appropriate to the level of ownership.

Temasek Holdings is an Asia investment house headquartered in Singapore, which is focused on creating and maximising long-term shareholder value as an active investor and shareholder of successful enterprises.

— Bernama