PETALING JAYA: Shareholders are likely to vote through PLUS Expressways Bhd's sale of its assets and liabilities to UEM Group and the Employees Provident Fund at today's EGM of the toll operator, analysts said.

This is based on the fact that there is no new offer on the table and the shareholding structure of PLUS where government-linked investment companies (GLICs) owned a significant percentage of shares.

“Even though Khazanah Nasional Bhd and UEM will not be voting at the EGM, it is likely that the other GLICs will vote in favour of the deal,” said one analyst.

Bernard Ching, research head of ECM Libra, said the deal was “pretty much a done deal”.

A simple majority was all it needed in the absence of another deal on the table for shareholders to decide, he added.

ECM Libra had earlier advised investors to accept the offer as the offer price was above its previous target price of RM4.36 prior to the takeover offer and PLUS' historical share price since listing.

UEM-EPF has offered to buy the assets and liabilities of PLUS for RM23bil or RM4.60 per share.

PLUS' major shareholders, who are also the offerors in the deal, UEM, its parent Khazanah, and EPF are abstaining from voting at the EGM. Khazanah, UEM and EPF hold a combined 67.7%. EPF holds a 12.3% stake in PLUS while UEM Group, together with its parent Khazanah, holds 55.4% of the firm.

It has been reported that GLICs such as Kumpulan Wang Persaraan, Permodalan Nasional Bhd, Social Security Organisation, Lembaga Tabung Haji and Lembaga Tabung Angkatan Tentera will lend their support to the deal.

“We think the offer is likely to be accepted, since there are no competing bids,” a local analyst said, adding that the remaining minority voters were government-linked.

He did not expect a surprise at the EGM today and expected the stock to continue to trade sideways as cash proceeds from the proposed takeover would only be received by September.

The independent advisor of the proposed buyout of PLUS' assets, namely AmInvestment Bank, has maintained its view that the offer by UEM-EPF is “fair and reasonable” and that PLUS' shareholders should therefore vote in favour of the deal.

Following UEM-EPF's proposal, Jelas Ulung Sdn Bhd put forward a competing offer at a higher price that worked out to RM5.20 per PLUS share.

The PLUS independent directors then decided to seek more information from both bidders to determine the seriousness of their offers. A RM50mil deposit was required along with proof that both parties have secured the necessary funding to go through with the deal.

However, only UEM-EPF was able to fulfil the requirement. PLUS' board then said it was unable evaluate or table the Jelas Ulung offer to shareholders.

PLUS' board has also said that the UEM-EPF offer was deemed as a confirmed offer and had called for the EGM to vote on the deal.

Shareholders will also decide then on the proposal to distribute all the proceeds from the sale of PLUS' assets and liabilities to shareholders via special dividends and selective capital repayments, if the deal is approved by shareholders.

Upon completion of the proposed capital repayment and special dividends, PLUS will probably be taken private.