News broke in Jul 2024 that MISC may take a substantial stake in Bumi Armada Berhad, obliquely implying that Objektif Bersatu Sdn Bhd (OBSB, ultimately owned by tycoon Ananda Krishan) that holds a 34.6% stake in BAB could be looking to exit the company.
MISC's share price subsequently corrected 16% from RM8.90 on 3 Jul 2024 to a recent low of RM7.46 on 25 Oct 2024, as shareholders feared the implications of MISC possibly having to expend a lot of its cash on a mandatory general offer (MGO). We think that this worst-case scenario is now unlikely to be true, as MISC and BAB announced to Bursa on 14 Nov 2024 that both parties have signed an MOU and will over the next nine months explore a merger of MISC's Offshore Business Unit (OBU) with BAB in an all-share transaction. CGS Investment Bank theorises that MISC may inject its OBU into BAB in exchange for new BAB shares. The house's target price for BAB implies a RM4.7bn valuation (in contrast to its market cap of RM3bn), while it also values MISC's offshore business at RM15bn.
Combining the two entities at these valuations, MISC will end up with a 76% stake in the merged entity ('ME'), while OBSB's stake in ME may be diluted to 8.3%. MISC may be obliged to execute an MGO for BAB, according to the Malaysian Code on Take-Overs and Mergers 2016, but if OBSB publicly announces that it does not intend to accept the MGO, there is a chance that MISC may not cross the compulsory acquisition threshold of 90%, which fits in well with the stated intention of both MISC and BAB to keep ME listed.
As such, assuming the merger is completed, CGS expects MISC to place out shares in ME to ensure adequate free float. A 10% placement by MISC may raise RM1.97bn for MISC (assuming a valuation of RM19.7bn for ME), equivalent to 22% of the RM9.1bn that MISC had spent on building the FPSO Mero-3. In this way, CGS believes that MISC can indirectly achieve its goal of paring down its stake in Mero-3, since its efforts to find trade buyers for the Mero-3 have so far not been successful, according to the company.
Operating synergies and prospects for MISC's growth
MISC may experience a relief rally, since an all-shares transaction will help preserve MISC's cash balances. The house thinks that a merger of two mid-sized FPSO companies can also help pool engineering resources, with cost synergies, while MISC can gain exposure to BAB's growth initiatives, including the Bluestreak carbon capture and storage (CCS) project in the UK, and the potential to monetise gas via a floating liquefied natural gas (FLNG) solution in Indonesia. The house reiterates Add on these potential rerating catalysts.
EGMs will need to be convened at both companies, giving minority shareholders a chance to analyse closely and vote accordingly. The key downside risks are if the valuation for MISC's OBU is lower than expected, or if BAB's valuation is higher than expected.
