SINGAPORE/HONG KONG (Reuters) - A leading Chinese private equity consortium backed by senior executives from Global Logistic Properties (GLP) GLPL.SI won a bid to acquire GLP for S$16 billion ($11.6 billion), marking Asia's largest private equity buyout in a buoyant sector.
GLP, which is Asia's biggest warehouse operator and boasts a $41 billion portfolio of assets spread across China, Japan, Brazil and the United States, is benefiting from rising demand logistics facilities driven by a boom in e-commerce from clients such as Amazon.com Inc AMZN.O and JD.com Inc JD.O.
The winning bid of China's Hopu Investment Management, Hillhouse Capital Group, real estate developer Vanke Group 000002.SZ2202.HK and the financial service investment arm of Bank of China was backed by GLP CEO Ming Mei, which trumped an offer by a Warburg Pincus-led consortium - the only other short-listed bidder.
The group is offering S$3.38 in cash per share, representing an 81 percent premium over its 12-month volume weighted average price and a 25 percent premium over its last full trading day before the announcement.
Surprisingly, the acquisition is not conditional on getting antitrust approvals or a green light from the Committee on Foreign Investment in the United States (CFIUS), among others, at a time when regulators are vetting takeovers more closely.
Singapore sovereign wealth fund GIC [GIC.UL], which owns 37 percent of GLP and is its biggest shareholder, is supporting the transaction but is free to accept an unmatched superior offer.
“GIC played hard to get a decent offer,” said a person with direct knowledge of the deal. “There’s a good premium with very few strings attached.”
Last year, GIC nudged GLP to start a strategic review of its business after its shares tumbled over a period of two years starting in 2015. GLP then hired JPMorgan as its financial adviser and Allen & Gledhill as its legal adviser to work on the review.
The seven-month auction for GLP was marred by complaints from some potential bidders about a lack of transparency and the perceived advantages of the Chinese consortium through their business ties.
GLP then formed a committee of independent directors and said it took measures to alleviate potential conflicts of interest. It said on Friday that it chose the Chinese consortium because it had more deal certainty and “limited conditionality”, reducing “execution risk”.
GLP shares soared 22 percent on Friday to a record high.
Before Friday’s jump, the shares had surged nearly 50 percent since late last year when GIC requested the strategic review.
Investors including Carlyle Group LP CG.O, Canada Pension Plan Investment Board (CPPIB) and Warburg Pincus [WP.UL] have splashed more than $12 billion on the logistics sector in China since 2013, betting a surge in online shopping will spur demand for delivery and warehousing services.
Analysts said GLP, which earns the majority of its revenue from China, was especially well positioned to benefit from the e-commerce boom.
“Their substantial footprint in some of the largest global economies make them well positioned to leverage improving global industrial trade and services, including the rapidly rising share of e-commerce in global retail,” said Priyaranjan Kumar, regional executive director of Cushman & Wakefield’s Asia Pacific capital markets group.
“To build a similar platform would take many years and present its own set of economic challenges,” he said.
The bid for GLP stands out at a time when China’s outbound M&A volumes nearly halved in the first six months of 2017 following Beijing’s crackdown on capital outflows, data showed, and its new scrutiny of acquisitive groups is set to dampen Asian deal flow further.
The proposed acquisition will be done by way of a scheme of arrangement and the Chinese group plans to delist and take the Singapore-listed firm private.
Citigroup, Goldman Sachs and Morgan Stanley were the lead joint financial advisers for the consortium and are providing the financial resources confirmation related to the purchase. DBS Bank and China International Capital Corporation also advised the consortium.
Goldman and Citi are putting up $5 bln to help fund the deal, sources said. Goldman and Citi declined comment.
Additional reporting by Kane Wu in HONG KONG; Editing by Edwina Gibbs and Muralikumar Anantharaman
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