Med-Bumikar Mara to oppose Mara suit over two new directors

THE UMW Holdings Bhd-MBM Resources Bhd-Perodua saga continues to sizzle. In the latest development, Med-Bumikar Mara Sdn Bhd said it will oppose the application filed by Majlis Amanah Rakyat (Mara) over the appointments of two additional directors to Med-Bumikar’s board. In a two-page statement issued yesterday, Med-Bumikar said the company and six of its directors would oppose Mara’s application to “challenge the validity of the appointment of Datuk Mohd Ridzuan Abdul Halim and Sharifuddin Shoib as additional directors”. A day earlier, Mara, which is the single largest shareholder in Med-Bumikar, said it had gone to court in its battle to take control of the privately-held entity that controls a 50.07% stake in MBM - the takeover target of conglomerate UMW. Mara, which owns a 29% stake in MedBumikar, said it had filed an originating summons against six directors of MedBumikar and the company to challenge the appointment of two new directors.

The government agency said that the appointment of the two directors was through a circular resolution and not through a properly convened board meeting. It further added that both the directors had 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 the private entity.

Med-Bumikar, in its statement yesterday, said that it would also take the appropriate action to preserve the sanctity of MedBumikar’s commitments to its principals and partners – namely Daihatsu Motor Corp of Japan and Mitsui & Co. Ltd of Japan being the shareholders of Perusahaan Otomobil Kedua Sdn Bhd or Perodua and also Hino Motors Ltd of Japan – and also its interest.

Med-Bumikar said its members, namely, Prestige Automobiles Services Sdn Bhd, Azizuddin Sdn Bhd, Harmony Parade Sdn Bhd, together with NGT Holdings Sdn Bhd and Rosen Sdn Bhd, as well as MedBumikar’s executive chairman Datuk Abdul Rahim Abdul Halim, the representatives of these members, as well as Turisaina Hussin, left the venue of the “impugned” extraordinary general meeting (EGM) held on April 30, and thus took no part whatsoever in the proceedings.

These members collectively hold 48% of Med-Bumikar’s shareholding.

So, Med-Bumikar said “appropriate actions shall be taken by the board, including but not limited to, initiating the necessary proceedings in court with regards to the passing of the (two) resolutions during the EGM”.

At the EGM on Monday, Med-Bumikar saw shareholders amounting to 52.06% that comprise Mara together with the Wong and Looi families vote in favour of UMW’s offer to acquire MBM at RM2.56 per share. They also voted in favour of the appointment of Muhd Zaki Jali and Wong Fay Lee as directors to Med-Bumikar.

These group of shareholders had also recommended that the Med-Bumikar board set up a task force committee for the negotiations with UMW, which suggest that shareholders are likely to seek a higher price from the latter.

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

UMW’s offer of RM2.56 per MBM share did not go down well with all shareholders of Med-Bumikar going by MBM’s net tangible asset which stands at RM3.68.

Separately, UMW is also proposing to buy its parent Permodalan Nasional Bhd’s 10% in Perodua for RM417.5mil, or RM29.80 apiece, which would tighten its grip in the carmaker to 70.6% from 38% currently.

UMW has extended the deadline to take over MBM by another six months from April 30. It was previously reported that there are conditions precedent that will have to be fulfilled by UMW such as getting consent of joint-venture partners such as Japan’s Daihatsu.

Apart from this, existing shareholders in Perodua also have the first right of refusal in the event an existing shareholder wishes to sell a stake. Shares of UMW closed two sen up, or 0.33%, at RM6.14, while MBM was unchanged at RM2.40.