January 29, 2013 / 1:01 AM / 5 years ago

F&N directors plan to resign after Thai takeover offer closes

SINGAPORE, Jan 29 (Reuters) - Fraser and Neave Ltd’s (F&N) entire board of directors plans to resign after a takeover offer by Thailand’s third-richest man closes on Feb. 4, they said ahead of a shareholders meeting on Tuesday.

Thai billionaire Charoen Sirivadhanabhakdi, through his TCC Assets Ltd and Thai Beverage PCL, has now amassed a 45.61 percent stake in the Singapore property and drinks conglomerate. The offer will turn unconditional when the Thai group owns more than 50 percent.

“The directors are committed to ensuring an orderly transition to a new board,” they said in a statement.

“Subject to and upon the revised TCC offer becoming or being declared unconditional as to acceptances, the board will be appointing three additional directors to the board, in consultation with TCC Assets.”

Lee Hsien Yang, the brother of Singapore’s prime minister and chairman of F&N, oversaw a bidding war that led to Southeast Asia’s biggest takeover and ramped up shareholder value. The deal values the 130-year-old group at around $11 billion.

Charoen, a beer and real estate baron, will be looking to integrate and unlock the value of F&N’s drinks business, regional distribution networks and premier properties.

The impact of Lee’s departure would be minimal as the senior management is intact and the business carries on, a source close to the transaction told Reuters late last week.

“Fraser is a very old brand, so the connections are all there, the management are all there,” said the source, speaking on condition of anonymity. “The business is beyond one individual.”

F&N CHAIRMAN

Lee holds 180,000 F&N shares directly and bought them in November 2007 at S$5.65 each, company filings show. At the 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.

TCC Assets and Thai Beverage declined to comment when asked by Reuters over the weekend about the plans for F&N.

Lee, who was paid S$1.59 million last year, heads a nine-member board that includes Hirotake Kobayashi, managing director of Japanese food and drinks company Kirin Holdings Co Ltd, which owns about 15 percent of F&N.

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. ($1 = 1.2281 Singapore dollars) (Writing by John O‘Callaghan; Editing by Ryan Woo)

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