* Lee Hsien Yang oversaw bidding war for Singapore conglomerate F&N
* Lee weighing his options after SE Asia's biggest M&A deal - sources
* Lee to make more than $500,000 profit if he sells his F&N shares to Thais
By John O'Callaghan and Saeed Azhar
SINGAPORE, Jan 28 Lee Hsien Yang, the brother of Singapore's prime minister and chairman of Fraser and Neave Ltd (F&N), will enter a new chapter in his corporate life - and could well leave F&N - as the group looks set to be taken over by Thailand's third-richest man.
Lee, 55, the second son of Singapore's founding leader Lee Kuan Yew, oversaw a bidding war for F&N that led to Southeast Asia's biggest corporate takeover. The deal values the 130-year-old drinks and property conglomerate at around $11 billion and will reward shareholders handsomely.
Despite some friction with Lee's board, there are compelling reasons for Charoen Sirivadhanabhakdi to keep on the astute, well-connected scion as the Thai beer baron looks to unlock value from F&N's drinks business, distribution networks and premier properties.
"He will leave F&N - that's my sense," said Mano Sabnani, a minority shareholder and former senior executive at a Singapore newspaper. "If they wanted him and they asked him then maybe. But Hsien Yang is a very capable chap. For him to get other roles is not a problem."
Lee's future is sure to be a hot topic at a shareholder meeting on Tuesday.
Lee holds 180,000 F&N shares directly, a company filing showed in December, and he is one of three trustees of 408,240 shares held by the estate of Kwa Siew Tee. Kwa is the late father-in-law of Lee Kuan Yew.
Another filing from 2007 shows Lee Hsien Yang bought the direct shares on Nov. 23 of that year at S$5.65 each. At the Thai takeover price of S$9.55 per share, he will make a profit of S$702,000 ($571,600) if he sells to the Thais.
If Lee does leave F&N, the impact will be minimal as the senior management is intact and the business carries on, said a source close to the transaction, speaking on condition of anonymity.
"I'm sure he's considering his options," said the source. "Fraser is a very old brand, so the connections are all there, the management are all there. The business is beyond one individual."
In 2007, Lee surprised the region's corporate world, and his father, with his departure from Singapore Telecommunications Ltd after 12 years as its chief executive.
Lee, who is also chairman of the Civil Aviation Authority of Singapore and a director of bourse operator Singapore Exchange Ltd and Australian and New Zealand Banking Group Ltd , declined to comment or be interviewed.
"He would be one of the sought-after global CEOs, but the question is whether he would like to leave Singapore," said a senior investment banker. "His wife is one of the best lawyers in town... They are a power couple."
Lee's wife Lee Suet Fern is a senior director at Stamford Law Corp, F&N's main legal advisor on the takeover deal by the Thais and the group's sale of its prized Tiger Beer asset to Heineken NV in September.
A SPRINT FORWARD
Lee streamlined F&N's management by naming two CEOs to run the drinks and property divisions as it was difficult to find one person good at both market segments, said Jit Soon Lim, Nomura's head of equity research for Southeast Asia, who has covered F&N since 1997.
"The question is not so much where he ends up but what he wants to do," said Lim. "If F&N is fully privatised, then there is no role for him as a chairman."
F&N's board was exploring options to restructure the group and unlock value even before Charoen's interest accelerated the process, but it would have taken time and carried some risks to execute, said another source who is close to the transaction.
"Here it's a sprint forward, there's certainty and time-value for money," said the source.
"We should not underestimate the contribution of the chairman in this process," the source said. "The value has been realised and the new owner - who has got more money than you know what to do with - has to decide which is his best team."
A spokesman for both TCC Assets Ltd and Thai Beverage PCL , through which Charoen is buying all of the F&N shares that he does not already own, declined to comment on their plans for the Singapore conglomerate.
Charoen and Lee have been in close contact, but relations have not always been smooth since the Thai magnate lost out to Heineken and turned his attention to F&N itself.
Last year, Lee played the role of mediator as Charoen's battle with Heineken over Asia Pacific Breweries Ltd risked turning ugly, taking a call from the Thai billionaire in mid-September, sources close to the deal have said.
After that conversation, Charoen called Heineken to say his group would accept the Dutch giant's bid to buy F&N and other shareholders out of the Tiger beer maker, leaving the Thais to go after F&N's soft drinks and property businesses.
But Charoen shot down the F&N board's proposal to pay S$4 billion to shareholders as he prepared to bid for control.
The board's decision to agree to a break fee for a rival bidder - a consortium led by Indonesian tycoon Stephen Riady's Overseas Union Enterprise Ltd - also did not sit well with the Thais, two sources with direct knowledge of the matter said.
Lee, who was paid S$1.59 million last year, heads a nine-member F&N board that is a diverse group of powerful people.
They include Hirotake Kobayashi, managing director of Japanese food and drinks company Kirin Holdings Co Ltd, which owns about 15 percent of F&N and backed the Riady-led counter-bid.
Other prominent F&N board members are Timothy Chia, the Asia chairman of Coutts & Co Ltd, Tan Chong Meng, group chief executive of PSA International, one of the world's largest port operators, and Maria Mercedes Corrales, a former senior executive at Starbucks Coffee Co and Levi Strauss & Co in Asia.
The current board could be embraced by Charoen, minority F&N shareholder Sabnani said, "but my feeling is there are going to be major changes." ($1 = 1.2281 Singapore dollars) (Additional reporting by Eveline Danubrata and Anshuman Daga in SINGAPORE and Khettiya Jittapong in BANGKOK; Editing by Ryan Woo)