Azmi & Associates is pleased to have acted as legal counsel to Malaysia Airports Holdings Berhad (MAHB) in relation to the conditional voluntary take-over offer by Gateway Development Alliance Sdn Bhd, Pantai Panorama Sdn Bhd (an indirect wholly owned subsidiary of Khazanah via UEM Group Berhad), Kwasa Aktif Sdn Bhd (a wholly owned subsidiary of EPF), and GIP Aurea Pte Ltd (collectively, the “Joint Offerors”). The offer, announced on 15 May 2024, involved a cash consideration of RM11.00 per share for 67.01% of MAHB’s total issued shares, valuing the company at approximately RM17.72 billion.

Following an independent evaluation by Hong Leong Investment Bank Berhad (HLIB), the Non-Interested Directors of MAHB recommended that shareholders reject the offer. Nevertheless, the Joint Offerors secured 98.68% ownership, leading to a compulsory acquisition process. MAHB was subsequently delisted from the Official List of Bursa Malaysia Securities Berhad on 25 February 2025.

As part of our role, we provided legal support throughout the transaction, including compiling a comparative analysis of take-over regulations across multiple jurisdictions—Malaysia, Australia, Singapore, Hong Kong, and the United Kingdom—on the factors considered by the board of an offeree company when providing its opinion on a take-over offer. This analysis was crucial in guiding MAHB’s approach in assessing the offer.

Our team, led by Partners Dato’ Azmi Mohd Ali, Serina Abdul Samad and Moo Eng Thing, with support from Senior Associates Jee Yun Lee and Gabriel Yee Full Yek, as well as Managing Associate Izzati Asyiqin Adzhar, provided strategic legal guidance throughout the process, ensuring regulatory compliance and supporting MAHB’s engagement with stakeholders.

We appreciate the opportunity to assist MAHB in this matter and remain committed to supporting our clients in navigating complex corporate transactions.

Related article: https://lnkd.in/gQ5mcnHe

Corporate Communications
Azmi & Associates
14 March 2025