The offer represents a 34.8% premium over the company’s last traded price, aiming to take Japfa private and provide greater business flexibility.

The family members of Japfa’s founder have made an offer to take the agri-food company private through a scheme of arrangement at a price of S$0.62 per share. The offer is being made by joint offerors Renaldo and Gabriella Santosa, through their special purpose vehicle TAC 1, and Rachel Anastasia Kolonas, through TAC 2. Together, they are seeking to acquire approximately 18.3% of Japfa’s total issued shares, as outlined in a bourse filing on January 24.

The offered price reflects a 34.8% premium over the last traded share price on January 15, and a 12.7% premium to the company’s net asset value per share as of September 30, 2024. The Santosa siblings, Renaldo and Gabriella, are children of the late Handojo Santosa, Japfa’s former executive chairman, while Kolonas is their cousin and daughter of Hendrick Kolonas, a non-executive director at Japfa.

Japfa views this privatisation as an opportunity for shareholders to realise their investments at a premium, addressing concerns about the company’s low trading liquidity. The move is expected to provide the offerors and Japfa’s management with greater flexibility to pursue long-term strategies without the constraints of public market expectations.

By going private, Japfa will also save on costs associated with maintaining its listing, allowing more resources to be dedicated to its operations. The offer is priced significantly higher than the historical traded prices of the shares, with premiums ranging from 39% for one month to 93.1% for 12 months, based on the volume weighted average price.

Irrevocable undertakings to vote in favour of the scheme have been received from shareholders holding around 4.4% of Japfa’s shares, including CEO Tan Yong Nang and CFO Kevin John Monteiro. The Santosa and Kolonas families, through their investment vehicles, currently hold 81.7% of Japfa’s shares and are excluded from the offer.

Reports in March 2024 suggested that Japfa’s major shareholders were considering privatising the company and had begun discussions regarding financing for the move. Japfa declined to comment on the matter, stating that such discussions are a regular part of business.

DBS is advising the joint offerors, while W Capital Markets is serving as the independent financial adviser to Japfa’s independent directors.

Before the announcement, Japfa’s shares closed at S$0.53, down 2.8% from the previous trading day.