Mara sues Med-Bumikar

It is also suing six directors of the company in boardroom tussle

PETALING JAYA: Majlis Amanah Rakyat (Mara), the single largest shareholder in MedBumikar Mara Sdn Bhd, has gone to court in its battle to take control of the privately-held entity that controls MBM Resources Bhd.

Mara filed an originating summons against six directors of Med-Bumikar and the company to challenge the appointment of two new directors.

As at press time, Mara said in a statement that it contended that the appointment of the two directors – Datuk Mohd Ridzuan Abdul Halim and Sharifuddin Shoib – was through a circular resolution and not through a properly convened board meeting,

“Both of them have no shareholdings in Med-Bumikar and have not received the consent of the shareholders representing more than 50% of the votes of Med-Bumikar to be appointed as directors of Med-Bumikar.

“Mara had also previously issued a letter to both Mohd Ridzuan and Sharifuddin to raise its objection against their appointment,” the government agency said.

Mara further said that it had in early March sought to appoint two directors to MedBumikar, but the board refused to convene an extraordinary general meeting (EGM).

The two that Mara had proposed to be appointed to the board of Med-Bumikar were Muhamad Zaki Jali and Wong Fay Lee.

Zaki represents Mara while Wong is a nominee of the Wong family that has more than 11.5% in Med-Bumikar.

Med-Bumikar has seven shareholders, holding a 29% stake. The remaining stakes in the private company are held by six founding families. Of these, the Wong and Looi families have thrown their support behind Mara for the sale of Medi-Bumikar’s 50.07% stake in MBM Resources to UMW Holdings Bhd.

UMW has offered Med-Bumikar RM2.56 per MBM share, which has not gone down well with all the shareholders of the private company.

Mara and the families of Wong and Looi, who collectively hold 52.06% in Med-Bumikar, agreed to the sale of its 50.07% stake in MBM, subject to certain requirements and conditions. A shareholders’ meeting was convened at the Med-Bumikar level on April 30 and it is learnt that the dissenting shareholders walked out of the meeting. It is believed that Datuk Abdul Rahim Abdul Halim, who is the chairman of MBM, leads the dissenting shareholders.

Pricing is a main issue in the deliberations. MBM’s net tangible asset is RM3.68, while the offer on the table is RM2.56 per share.

The jewel in MBM is its 20% direct stake in Perusahaan Otomobil Kedua Sdn Bhd (Perodua) and another 2.5% indirect stake through a joint venture with Daihatsu of Japan. Perodua is the leading automotive group in the country with a 35% market share. MBM is also a distributor of other marques such as Mitsubishi, Volvo and Daihatsu. It also assembles and distributes Hino trucks.

While Mara is the single largest shareholder in Med-Bumikar, it does not control the board that comprises nine members. Most of the board members are nominees of the group that hold 48% of its shareholding.

Med-Bumikar’s board is helmed by Abdul Rahim, who is also the chairman of MBM.

At Monday’s EGM, Med-Bumikar also recommended that its board set up a task force committee for the negotiations with UMW to act in the best interest of the group.

Med-Bumikar’s acceptance is seen as positive for UMW’s strategy to consolidate its stake in Perodua, which will effectively rise from 38% to 70.6% after the deal.

From here, UMW still needs to obtain regulatory approvals, a general offer rate of acceptance and existing shareholders’ approvals to complete the deal.

UMW will also need to get the blessing of Perodua’s principal partner and key shareholder, Daihatsu, to proceed with the deal.

MBM shares closed unchanged at RM2.40, while UMW was down three sen at RM6.12.