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Actually, this offer finally make sense now!
To recap, the previous offer was for CMZ BVI (mainly owned by Mgt) to buy out ~50+% from Indofood and trigger a mandatory G.O. Indofood would retain a ~30+% stake. Just like the "white knight" GO made by Indofood a couple of years back after the short seller attack, this offer was always going to end up in a situation where it would not satisfy the free-float requirement (>10% in the hands of the public with at least 500 shareholders). For the previous situation, Indofood's banker (UOB Kayhian) did a private placement at a discount of the previous G.O price to satisfy the listing requirements again to keep CMZ listed.
For the current offer, CMZ BVI will not be making the offer. Instead, Marvelous Glory (92% owned by Anthoni Salim, 7% owned by CMZ BVI) will make this offer. The convertible bond (to be converted into shares) basically mean that Indofood will continue to retain a 30+% stake in CMZ, since it is committed to take the partial cash+bond offer. All sane-thinking OPMIs should be taking the straight cash offer I reckon. If all the necessary conditions are satisfied, this will end up in a condition where Salim individually owns 50+%, Indofood owns 30+% and Mgt owning the remaining of a private company.
The practical difference between the previous offer signed last year and the current one, is that Anthoni Salim will be "taking over" CMZ Mgt's stake instead. This indicates that CMZ Mgt most probably did not manage to get the financial backing to take up the majority stake. It is interesting to note that the 40mil earnest sum paid by CMZ BVI will be "withhold" from them for a period of 18months with the issue of a "promissory note". Kudos to the Indons I suppose?
To recap, the previous offer was for CMZ BVI (mainly owned by Mgt) to buy out ~50+% from Indofood and trigger a mandatory G.O. Indofood would retain a ~30+% stake. Just like the "white knight" GO made by Indofood a couple of years back after the short seller attack, this offer was always going to end up in a situation where it would not satisfy the free-float requirement (>10% in the hands of the public with at least 500 shareholders). For the previous situation, Indofood's banker (UOB Kayhian) did a private placement at a discount of the previous G.O price to satisfy the listing requirements again to keep CMZ listed.
For the current offer, CMZ BVI will not be making the offer. Instead, Marvelous Glory (92% owned by Anthoni Salim, 7% owned by CMZ BVI) will make this offer. The convertible bond (to be converted into shares) basically mean that Indofood will continue to retain a 30+% stake in CMZ, since it is committed to take the partial cash+bond offer. All sane-thinking OPMIs should be taking the straight cash offer I reckon. If all the necessary conditions are satisfied, this will end up in a condition where Salim individually owns 50+%, Indofood owns 30+% and Mgt owning the remaining of a private company.
The practical difference between the previous offer signed last year and the current one, is that Anthoni Salim will be "taking over" CMZ Mgt's stake instead. This indicates that CMZ Mgt most probably did not manage to get the financial backing to take up the majority stake. It is interesting to note that the 40mil earnest sum paid by CMZ BVI will be "withhold" from them for a period of 18months with the issue of a "promissory note". Kudos to the Indons I suppose?