* Acquisition of Wang Hang to be OCBC's biggest deal ever
* Deal gets in-principle approval from HK, Singapore regulators
* OCBC to finance deal with new equity offering, debt, internal resources (Adds more comments from OCBC, link to Breakingviews video)
By Saeed Azhar and Eveline Danubrata
SINGAPORE, April 1 Oversea-Chinese Banking Corp Ltd (OCBC) has offered to pay almost $5 billion for one of Hong Kong's last remaining family-owned banks, in a deal that would give the Singapore lender a much sought-after gateway to the Greater China region.
The deal to buy Wing Hang Bank Ltd was preceded by months of negotiations, with the deadline for an agreement extended not once, but twice. OCBC formally made the offer to purchase the Hong Kong-based lender after reaching a deal with major shareholders including the bank's founding family.
OCBC, like other foreign lenders, are drawn to China's economic clout and the growth of its offshore yuan markets. Wing Hang, headquartered in Hong Kong, has branches in Shenzhen, Guangzhou and Macau - major hubs in the prosperous and bustling Pearl River Delta.
The acquisition, OCBC's biggest, would also help the Singapore lender narrow the gap with domestic rival DBS Group Holdings, which operates Hong Kong's sixth-biggest bank by assets.
At the same time, China's economic growth is slowing, prompting concerns about Hong Kong's loan exposure to Chinese companies, particularly those in industries that are suffering.
OCBC would also be entering a highly competitive space dominated by mainland banks and global lenders such as Standard Chartered PLC and HSBC. OCBC said it would retain the name of Wing Hang, founded in 1937.
Still, Wing Hang's sale process had attracted interest from suitors including Agricultural Bank of China, Australia and New Zealand Banking Group and Singapore's United Overseas Bank.
OCBC is offering HK$125 a share to buy all the stock of Wing Hang, according to a joint announcement on Tuesday.
The offer came after Singapore's second-biggest lender reached a deal with members of Wing Hang's founding Fung family, their affiliates and related family trusts, as well as BNY International Financing Corp, to buy a nearly 45 percent stake in the bank. OCBC also reached separate deals with other shareholders, increasing its stake to 50.66 percent.
"The deal ultimately will also depend on whether the other shareholders will accept this at this price or not," OCBC CEO Samuel Tsien told reporters in Singapore on Tuesday. "We are of the opinion that the price to be paid is fair and equitable."
OCBC has received in-principle approval for the purchase from Hong Kong and Singapore regulators, with formal approval needed by June 30 for the deal to go through. The acquisition is not subject to the approval of OCBC's shareholders.
If the deal goes through, there will be two family-owned banks left in Hong Kong - Bank of East Asia Ltd and Dah Sing Banking Group Ltd.
Wing Hang and OCBC had been locked in exclusive negotiations since December after several players walked away from the deal on price concerns, sources had told Reuters earlier.
OCBC's HK$38.428 billion ($4.95 billion) offer announced on Tuesday is lower than expectations. Sources previously estimated the deal could be worth $5.3 billion.
"BNY Mellon is pleased to see an agreement has been reached between Wing Hang Bank and OCBC. The offer values Wing Hang at twice the book value, adjusting for the final dividend and the bank premises revaluation reserve," BNY Asia-Pacific Chairman Steve Lackey said in an emailed statement.
"BNY Mellon believes the proposal represents the best value for Wing Hang's shareholders and the bank as a whole and will be giving its full support to the offer."
Yue Xiu Group, the trading arm of China's Guangzhou city government, paid a multiple of 2.08 times to buy Hong Kong's Chong Hing Bank last year.
The adjusted price-to-book ratio of 2.0 times paid by OCBC is more comparable to other M&A deals at the smaller Hong Kong banks, said Daiwa Capital Markets analysts Grace Wu and Samuel Ng in a note.
"Though the cash offer is shy of our and market expectations, given the size of Wing Hang, we believe the offer price is reasonable as it represents a 46 percent premium to WHB's closing price on Sept. 16, 2013," when Wing Hang announced it is in talks for a sale.
Shares of OCBC rose 0.42 percent in Singapore trading around midday, following the announcement of the deal. Wing Hang Bank was up 0.24 percent in Hong Kong.
CHINA AND YUAN
About 6 percent of OCBC's pre-tax earnings in 2013 came from the Greater China region. If it had owned Wing Hang in 2013, the share of the contribution would have been around 16 percent, calculations by OCBC show.
But market watchers are warning that while non-performing asset ratios in China's banking system are at record lows of around half a percent, the number will only rise from current levels, a potential drain on profits.
Wing Hang is the biggest deal for OCBC CEO Tsien, who took the post in April 2012. The bank's last major purchase was completed in 2010 when it bought ING Group's Asian private bank for $1.5 billion.
Last week, Tsien said at the Reuters ASEAN Summit that the bank aims to expand in Greater China which it sees as the engine of Asian economic activity, rather than in another market in Southeast Asia where OCBC is already well-entrenched.
Wing Hang was founded as a money changing business. It has since grown into a mainstream retail bank with more than 70 outlets in Hong Kong, Macau and China.
Speaking at a news conference in Singapore, OCBC Chief Financial Officer Darren Tan said the bank plans to raise equity for the deal, but added that the exact timing and size depends on the progress of the acquisition.
OCBC is also planning to utilise a mix of internal resources and new debt.
"Wing Hang is already profitable so if there is no equity raising obviously it would add to the earnings immediately," Tan said. "Now for an acquisition of this size, sort of a cross-country acquisition, and the price that we pay for it, three years is a reasonable return period."
OCBC is being advised by Bank of America Merrill Lynch , and Wing Hang by Goldman Sachs Group, Nomura Holdings and KPMG.
($1 = 7.7571 Hong Kong Dollars) (Additional reporting by Saikat Chatterjee and Michael Flaherty in HONG KONG; Editing by Ryan Woo)
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