Activist Insight Online | Monday, November 23, 2020
Sabana activists vie for shareholder support ahead of key vote
This article was first published on Activist Insight Online on November 23, 2020. For more information about the module, click here.
Activist investors Quarz Capital and Black Crane Capital have laid out their vision for Singapore-based Sabana Shariah Compliant REIT if the company’s merger with ESR REIT is rejected by shareholders on December 4.
In their latest push against Sabana’s planned merger with rival ESR REIT, Quarz and Black Crane on Saturday published a 27-slide presentation in which they detail why they believe the tie-up is “value destructive” to Sabana shareholders while also offering an alternative path once the combination falls through.
Quarz and Black Crane, owners of a combined 11% stake in Sabana, want to see the company’s manager replaced with an internal management team, claiming this could lead to an increase in the company’s distribution per unit (DPU) by more than 40%.
The activists said an in-house management team would be free to focus on several steps to unlock value, including a potential sale of Sabana or its assets for cash at a price close to the company’s net asset value.
Quarz and Black Crane intend to call a special meeting to put the management internalization before Sabana shareholders but this is dependent on the merger with ESR REIT being rejected at the upcoming December 4 special meeting.
However, Sabana is fighting for the combination with ESR REIT, saying it is the only offer on the table and accusing the two activists of proposing alternatives that are “highly uncertain.”
The company argued internalizing its management would come with risks, including the risk of defaulting on its loans, and asked Quarz and Black Crane to provide more details on their plans.
The activists said in a recent letter that they are already in discussions with “a number of financial institutions and investors who have expressed serious interest in financing the Sabana portfolio.”
Earlier in November, Quarz and Black Crane called for a special meeting, seeking to unearth evidence of what they see as widespread conflicts of interest related to Sabana’s planned merger with ESR REIT.
Responding to their requisition, Sabana said the people named by Quarz and Black Crane as being conflicted were not involved in the decision-making process related to the merger or were determined to be independent following a thorough analysis.
Sabana’s stock gained 2.8% on Monday to close at SG$0.36. This gives is a market value of SG$380 million ($283 million).