Independent adviser deems Maxim Global take-over offer not fair and not reasonable; holders urged to reject

PETALING JAYA (June 5): Independent adviser MainStreet Advisers Sdn Bhd has concluded (in an independent advice circular yesterday) that the RM0.24 per share mandatory take-over offer for Maxim Global Bhd is "not fair and not reasonable", and recommended that holders reject the offer.

The non-interested directors concurred with MainStreet's assessment and likewise recommended that holders reject the offer.

Background to the offer

The offer arose as a mandatory obligation after Tan Sri Gan Seong Liam, the executive chairman of Maxim Global, acquired 114,233,568 shares — representing 15.54% of total shares — from two vendors via a direct business transaction on May 4, 2026, at RM0.24 per share, for a total cash consideration of RM27.42 million.

Following the acquisition, Gan's individual shareholding in Maxim Global increased from 21.79% to 37.33%, triggering a mandatory take-over obligation under the Capital Markets and Services Act 2007. The offer was launched by Gan jointly with his sons Gan Kuok Chyuan and Gan Kuok Wei, and Global Showcase Sdn Bhd — an entity wholly owned by Gan Kuok Chyuan — collectively referred to as the joint offerors, through UOB Kay Hian (M) Sdn Bhd. Upon completion of the acquisition, the joint offerors' combined shareholding in Maxim Global increased from 44.83% to 60.37%.

Why the offer is deemed not fair

MainStreet adopted the revalued net asset value (RNAV) methodology, which it considered the most appropriate valuation approach given the group's predominantly property and construction asset base. Based on its RNAV analysis, MainStreet estimated the value of Maxim Global at RM656.06 million, or RM0.89 per share. Against this, the offer price of RM0.24 per share represents a discount of 73.03%.

The offer price also represents a discount of 68.42% to the latest unaudited net assets per share of RM0.76 as at March 31, 2026, and a discount ranging from 9.09% to 34.76% to historical volume-weighted average market prices of Maxim Global shares up to the date of the mandatory offer notice.

Why the offer is deemed not reasonable

MainStreet said the offer was also not reasonable because the joint offerors intend to maintain Maxim Global's listing status and do not intend to invoke the compulsory acquisition provisions under Section 222(1) of the Capital Markets and Services Act 2007, even if the relevant threshold is met. As a result, shareholders who do not accept the offer may continue to hold and trade their shares after the closing date.

MainStreet noted, however, that Maxim Global shares are relatively illiquid, with a simple average monthly trading volume of approximately 1,321,452 shares, representing approximately 0.45% of the free float, and cautioned that there is no assurance that prices or liquidity will improve after the closing date.

The joint offerors stated their intention to continue with Maxim Global's existing businesses in property development and construction, with no plans to dispose of major assets, liquidate any subsidiary, or make employees redundant.

Offer details

The offer will remain open for acceptance until 5pm on June 15, 2026, being the first closing date, unless extended or revised. As at the latest practicable date of May 26, 2026, there are 291,293,816 offer shares representing approximately 39.63% of Maxim Global's total issued share capital, excluding treasury shares.

Separately, at Maxim Global's 57th annual general meeting held on June 3, all six resolutions tabled were approved, including the re-election of executive chairman Gan (Seong Liam) and managing director Gan (Kuok Chyuan) as directors.

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