"Not fair and not reasonable", it is very, very rare in Malaysia that this advice is given.
The reason is two-fold:
- The Board of Directors issued this statement September 2011: "The Board has met to consider the Offer and are of the view, based on external valuations of the Company by investment analysts published before receipt of the Offer, that the Shares Offer and Warrants Offer fundamentally undervalues the Company."
- PNB did not issue a "delisting threat", in other words it would try to keep the listing status of SP Setia
Offers with "delisting threat" have a very high percentage chance of succeeding, the share price rises just below the offer price, many impatient shareholders sell at that price. Fund managers often are not allowed to hold shares in de-listed companies and also sell, and the 90% barrier is breached after which the share is delisted. Also, independent advisers almost always recommend to accept the offer, at best they will value the offer as "not fair but reasonable" since at least it offers an opportunity to exit.
My recommendation is: simply don't allow companies to issue the "delisting threat" in combination with the General Offer. It makes Bursa much more fair for minority investors.