ESR Group receives offer from consortium of investors including Starwood

SINGAPORE (THE EDGE SINGAPORE) – A filing on the Hong Kong Exchange by ESR Group on May 13 says that on April 25 the Company received a non-binding and conditional proposal from a consortium of investors comprising Starwood Capital Operations, Sixth Street Partners, and SSW Partners LP (on behalf of itself and its affiliated funds and entities), in relation to a possible privatisation of the Company which, if proceeded with, could result in a delisting of the Company from the Stock Exchange.

Under the Indicative Proposal, it is contemplated that Shareholders will have the ability to choose to receive cash consideration or roll their shares into the go-forward private company, subject to the terms of the final rollover arrangements.

Warburg Pincus, Stuart Gibson, Charles de Portes and Jeffrey Shen are in discussions with the Consortium and that they are welcoming of the Indicative Proposal.

Gibson, de Portes and Shen are the Founders of ESR.

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As at May 13, the Consortium holds 15.7% of ESR, Warburg Pincus 14.04% and the Founders 7.43%. The Founders are also interested in 7.8 milion outstanding share options granted under the pre-IPO employee stock incentive scheme.

The Company has formed an independent Board committee (comprising all of the non-executive directors, including all of the independent non-executive directors but not including any of the Founders or Perlman, who is also a partner of Warburg Pincus.

Warburg Pincus and the Founders are having discussion with the Consortium to consider the Indicative Proposal and has retained Citigroup Global Markets Asia as financial adviser to the Company to help evaluate the Proposal.

Based on the “undisturbed price”, the median 30-day premiums of successful takeovers in Hong Kong is 30.2% in last 12 months and 29% in last three years.

This potential privatization of ESR has caused a stir in the market as shareholders weigh their options and make decisions on whether to accept the cash consideration or roll their shares into the private company.

The Consortium, consisting of prominent investors Starwood Capital Operations, Sixth Street Partners, and SSW Partners LP, has proposed this move which could potentially lead to ESR being delisted from the Stock Exchange. The Indicative Proposal allows shareholders to have a say in their future involvement with ESR, with the option to receive cash or continue as shareholders in the private company.

ESR Founders Stuart Gibson, Charles de Portes, and Jeffrey Shen, along with Warburg Pincus, are currently engaging in discussions with the Consortium and have expressed interest in the Indicative Proposal.

Currently, the Consortium holds 15.7% of ESR, Warburg Pincus 14.04%, and the Founders 7.43%. This also includes shares from the pre-IPO employee stock incentive scheme.

It also connects to the Pan Island Expressway (PIE) for easy access to the eastern and western parts of the island.