OCBC Defiant On Wing Hang Offer Despite Elliott’s Stake

In its securities filing Tuesday, OCBC, Singapore’s second-biggest bank by assets, disclosed a voluntary “no price increase” statement complicating its offer for Hong Kong lender Wing Hang Bank, Limited (HKG:0302) (OTCMKTS:WGHGY).

OCBC’s latest disclosure threw down the gauntlet to U.S. hedge fund manager Elliott Management Corp, which took a nearly 8% stake in Wing Hang.

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OCBC’s month-long efforts

Singapore’s Overseas-Chinese Banking Corp made an offer to acquire Wing Hang Bank, Limited (HKG:0302) (OTCMKTS:WGHGY) shares at HK$125 apiece. The offer was conditional on its receipt of enough acceptances to lift its Wing Hang stake above 50%. According to the regulatory filing, the offer will stay open until July 29.

Earlier this month, OCBC said it had received the go-ahead from regulators in Hong Kong, Singapore, and Macau to acquire family-owned Hong Kong lender Wing Hang Bank. Under Hong Kong rules, OCBC must receive roughly 90% of Wing Hang shares to de-list the Hong Kong lender.

Recently, however, Elliott Management, run by billionaire Paul Singer, disclosed in its filing with the Hong Kong Securities and Futures Commission that it has acquired an additional 8.712 million shares in Wing Hang Bank at $125 per share.

OCBC’s latest gauntlet

Last week, we carried a report from Credit Suisse Gropup AG (NYSE:CS) wherein its analysts indicated that, following Elliott Management’s enhancing its stake in Wing Hang Bank, Limited (HKG:0302) (OTCMKTS:WGHGY), OCBC has two options: “blink” or “stare,” and it’s more likely that OCBC doesn’t increase its offer price.

The analysts noted in their research report that in the event of OCBC not reaching 90%, Wing Hang Bank’s price should fall soon after the tender offer closes on July 29. However, bankers for OCBC issued a voluntary “no price increase” statement in a securities filing on Tuesday, thereby adding another layer of certainty to the bank’s offer for the Hong Kong lender.

Though Elliott hasn’t spelled out its plans for the stake in Wing Hang Bank, Limited (HKG:0302) (OTCMKTS:WGHGY), one of its options was to agitate for a higher price than the $5 billion OCBC has offered. With its Tuesday filing, OCBC appears to have closed the door on that possibility.

Interestingly, OCBC’s CEO, Samuel Tsien, told Bloomberg News last week that gaining control of a majority of Wing Hang’s shares was the “most important thing” and that if it could not get to 90%, “we’ll keep the company listed,” as OCBC has done with its previous acquisitions.