KUALA LUMPUR: MISC Bhd, together with Yinson Legacy Sdn Bhd and the Employees Provident Fund Board (EPF) had launched a privatisation bid for Yinson Holdings Bhd through a members’ scheme of arrangement valued at approximately RM4.03 billion.
Under the proposed scheme, the joint offerors intend to acquire all remaining ordinary shares in Yinson not already owned by the excluded founding and pension fund shareholders at an offer price of RM2.50 per share in cash.
The transaction is being undertaken by a consortium comprising MISC and its indirect wholly owned unit MISC OBU Holdings (L) Pte Ltd (MOHPL), Yinson Legacy and its shareholder and Yinson’s group executive chairman Lim Han Weng, EPF’s wholly owned vehicle Kwasa Layar Sdn Bhd, and acquisition vehicle MY Offshore Holdings Sdn Bhd (MYOHSB).
As of Oct 23 — the latest practicable date (LPD) — the excluded shareholders, comprising Yinson Legacy, EPF, Lim, and his children, hold a combined direct stake of 44.80 per cent in Yinson. MISC currently holds no direct or indirect interest in the group.
Prior to completion, internal reorganisations will see Lim and his children transfer their individual shareholdings to Yinson Legacy, raising its direct stake to 27.73 per cent, while EPF will transfer its 17.1 per cent stake to Kwasa Layar.
Both Yinson Legacy and Kwasa Layar will subsequently roll their Yinson shares into MYOHSB on a one-for-one basis at an issue price matching the RM2.50 offer price.
Upon completion, MYOHSB will own 100 per cent of Yinson. MISC and Yinson Legacy will each hold an effective 41.5 per cent equity interest in MYOHSB, with Kwasa Layar holding the remaining 17.1 per cent.
MISC’s capital commitment for its portion of the scheme is estimated at RM3.03 billion, which the group intends to finance through an indicative mix of 75 per cent bank borrowings and 25 per cent internal cash.
The cash consideration of RM2.50 per share represents a 10.13 per cent premium over Yinson’s closing price of RM2.27 on Nov 5, the last full trading day prior to the service of the proposal letter.
It is also at 11.29 per cent to 26.47 per cent premium over Yinson’s five-day, one-month, three-month, and six-month volume weighted average market prices (VWAP) leading up to the proposal letter.
The offer price is also at a 16.28 per cent premium over Yinson’s closing price of RM2.15 on Aug 28, the trading day preceding the initial announcement of exploratory talks.
Based on Yinson’s unaudited results for the period ended July 31, 2026, the offer values the group at an implied enterprise value of RM25.10 billion, representing a trailing twelve-month EV/EBITDA multiple of 8.72 times and an implied price-to-book ratio of 1.36 times.
MISC highlighted that these metrics fall squarely within the valuation ranges of comparable global floating production players, such as Bumi Armada Bhd, BW Offshore Ltd, MODEC Inc, and SBM Offshore NV.
The acquisition provides MISC with an expanded footprint in the global floating production, storage, and offloading (FPSO) and floating storage and offloading (FSO) sectors. Yinson brings a substantial offshore contracted revenue backlog of approximately US$19.3 billion as of July 31, 2026, securing medium-to-long-term earnings visibility.
Operationally, the union creates substantial scale, as Yinson owns and operates eight FPSOs and three FSO units across Latin America, Africa, and Southeast Asia, while MISC brings a fleet of six FPSOs, five FSOs, and one semi-submersible floating production system.
MISC’s board noted that joining forces enables both groups to share technical and engineering expertise, capture supply-chain efficiencies, and pursue large-scale, capital-intensive offshore projects deconsolidated from MISC’s direct balance sheet.
This structure allows MISC to grow its offshore division while preserving capital flexibility for its shipping operations, the group said.
Based on illustrative pro forma effects on MISC’s audited FY2025 financials, the group borrowings, excluding lease liabilities, would increase from RM12.21 billion to RM14.49 billion, raising gearing from 0.36 times to 0.43 times.
Its net assets per share would see a slight dip from RM7.62 to RM7.61, the group said.
Incorporating MISC’s 41.5 per cent share of Yinson’s financial year ended Jan 31, 2026 net profit of RM176.22 million, alongside estimated annual borrowing costs of RM106.79 million and transaction fees, MISC’s illustrative enlarged net profit would climb to RM1.73 billion from RM1.70 billion, lifting basic earnings per share from 38.1 sen to 38.8 sen.
Since EPF is a major shareholder in both MISC (15.48 per cent) and Yinson (17.1 per cent), the transaction constitutes a related party transaction for MISC under Bursa Malaysia Listing Requirements.
EPF will abstain from voting at MISC’s forthcoming extraordinary general meeting, MISC stated. Public Investment Bank Bhd has been appointed as the independent adviser to non-interested shareholders, while AmInvestment Bank serves as principal adviser. UBS AG Singapore Branch acts as international financial adviser.
The transaction is subject to disinterested shareholder approvals at a court-convened meeting (requiring at least 75 per cent approval by value, with dissenters not exceeding 10 per cent), High Court sanction, and extensive antitrust clearances across jurisdictions including Angola, Brazil, the Economic Community of West African States, Nigeria, Vietnam, and the European Union, alongside approvals from the Petroleum Commission of Ghana and the Norwegian Ministry of Energy.
Barring unforeseen circumstances, the privatization is expected to be completed in the second half of 2027