Alpina Holdings’ controlling shareholders and founders, Low Siong Yong and Tai Yoon On are looking to take the company private with an offer of 37 cents per share. Low is the executive chairman and CEO while Tai is the executive director.
The offer is made by K&T Investment, a special purpose vehicle. (SPV) set up by Low and Tai to undertake the acquisition. Low holds a 55% stake in K&T Investment’s total share capital of $1,000 comprising 1,000 shares, while Tai holds the remaining 45%.
The news comes after a June 3 announcement that Low and Tai were in discussions over a “possible transaction” involving the company’s shares.
According to Alpina Holdings’ Sept 3 announcement, the founders are conducting the acquisition to “build a more resilient business” for the group amid macroeconomic challenges and headwinds. Low trading liquidity and listing costs were also cited.
In addition to the founders, the acquisition will be done “with the support of” Savills Singapore, which will be part of a consortium with K&T Investment. According to the Securities Industry Council of Singapore (SIC), Savills and K&T Investment will be considered joint offerors.
On May 9, Savills signed an agreement to acquire a 70% stake in K&T Investment. The acquisition, which will take place upon the completion of the scheme, will leave Low and Tai with respective stakes of 16.5% and 13.5% respectively.
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In acquiring the shares in K&T Investment, Savills will pay Low and Tai an effective consideration of no more than 31 cents per share.
Under the consortium, the founders and Savills intend to use “reasonable commercial endeavours” to help Alpina sell the company’s leasehold property at 54 Senoko Road, Woodlands East Industrial Estate, at market value “as soon as reasonably practicable”.
The founders also intend to provide K&T Investment an interest-free loan facility of up to $10 million.
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In addition, the founders and Savills intend to enter into a put and call option agreement. This is where Savills will grant the founders a put option to require the former to buy the founders’ remaining shares in the offeror. The founders, in turn, will grant Savills a call option to require the former to sell Savills their remaining shares.
Under the consortium arrangements, the founders, Savills and K&T Investment, intend to enter into a shareholders' agreement to regulate the affairs of K&T Investment following the completion of the privatisation.
The completion of the acquisition is conditional when it receives approvals from Alpina’s shareholders holding at least 75% of the shares in the company. A court order sanctioning the scheme must also be granted, among other factors.
As at Sept 3, the founders collectively hold a total of 147.3 million shares or 79.93% of the total number of shares in Alpina Holdings. Low indirectly holds 81.0 million shares or 43.96% wholly-owned investment entity, Skky Investments, while Tai indirectly holds 66.3 million shares or 35.97% via his wholly-owned investment entity, Lezo Holdings. Savills and K&T Investment do not own any shares in Alpina Holdings.
As at the same day, K&T Investment has received irrevocable undertakings from Skky Investments and Lezo Holdings.
Per Alpina’s joint announcement, the offer price represents a 19.4% premium over the company’s’s last-traded price on Sept 1, being the last full day when the company’s shares were traded immediately before the announcement date.
It also represents a 48% premium over the volume-weighted average price (VWAP) of Alpina’s shares traded over the last month. The offer represents a premium of 72.9%, 77% and 85.9% over the VWAP of Alpina’s shares traded over the last three, six and 12 months.
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The share offer of 37 cents comprises 31 cents in cash and six cents via a special dividend to be declared out of Alpina’s profits and retained earnings.
As at Sept 3, Alpina Holdings has an issued and paid up share capital of $22.6 million comprising 184.3 million shares. The company has no shares in treasury.
Alpina was listed on the Catalist board in January 2022. At its initial public offering (IPO), the company placed 37 million shares at 31 cents apiece.
In its latest 1HFY2025 ended June 30, the company’s net profit surged by 239.6% y-o-y to $2.7 million thanks to higher revenue, gross profit and gross profit margins.
Shares in Alpina Holdings last traded at 31 cents before its trading halt at around mid-day on Sept 3.
