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They should have just taken the $59 million offer. They would have made over $50 million profit in that deal...
As I said before in this forum.With the saga, BT can be worse off than it previous was. Suppose to be a potential gem may now become a germ.
Sad story. I think this counter is Game Over for the time being unless there is drastic change in the event as it unfolds.
SELL all you have. Selling trend. Eventhough market picking up a bit next week, not wise to invest.
the market has been dropping for straight 6 days.
In 2008, there was once the market dropped for straight 7 days so i reckon tomorrow is a good day to buy at discounted rate.
THERE ALWAYS CALL MARGIN,,,FORCE SELLING AND COME ALONGS WITH PACNICS,,,,,,,,,,,,,,,,,,,,,,,SO CASH IS KING
What Dirty Secret is in the JVA that cannot see the sunlight ?
Ya, may be "cheong low kee" (rushing down).
Haha !!!!
iPunter ( Date: 20-May-2010 10:00) Posted:
You mean it should "cheong"?...
hehehe... 
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You mean it should "
cheong"?...
hehehe...
aiyo, things turn so sour... hahaha
abit drama lor
wishbone ( Date: 20-May-2010 09:42) Posted:
Look like BT is getting backfired unless otherwise the claim by SCM is not conclusive. Whatever happens in the end BT and SCM will be the loser and not YZJ which in the worst case, just not able to buy PPL only. The law suit will be bad for both BT and SCM.
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Look like BT is getting backfired unless otherwise the claim by SCM is not conclusive. Whatever happens in the end BT and SCM will be the loser and not YZJ which in the worst case, just not able to buy PPL only. The law suit will be bad for both BT and SCM.
See BusinessTimes article below.
After purportly divulging the contents of the JVA to YZJ, Baker Tech, thru PPLH, tried to get SCM to agree to make public the JVA....prossibly to entrap SCM, if they agreed, to cause the lawsuit to disslove the JVA to be nullified.
However, looks like SCM did not take the bait.
Personnal opinion.
BusinessTimes 15 May 2010
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Published May 15, 2010 
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Baker Tech waves secret pact in SembMarine's face
It offers to reveal contents of agreement; SembMarine says it is 'null and void'
By VEN SREENIVASAN
BAKER Technology has revealed for the first time a confidential Joint Venture Agreement that it had with Sembcorp Marine over a shipyard the two companies jointly own - and offered to make it public. The agreement apparently defines management and board control at the shipyard which the outfits are now squabbling over.
But in an intriguing response, SembMarine claims that the mysterious JVA is now null and void.
As the tussle between the two continued, Baker's 100 per cent owned PPL Holdings fired the first salvo yesterday. In a letter to SembMarine CEO Wong Weng Sun, and copied to the Singapore Exchange, Share Investors Association of Singapore and all newspapers, PPL said that it was prepared to waive its rights to a confidentiality clause in a 2001 Joint Venture Agreement which defined control over PPL Shipyard, and allow it to be a matter of public record.
'Please advise if you are likewise agreeable and we can request for our parent company, Baker Technology Ltd, to post the Joint Venture Agreement on the SGXNET for dissemination to the general public,' PPL Holdings said in a letter which BT received.
But SembMarine insisted that the JVA - the contents of which remain unknown to the investing public - is null and void.
SembMarine said that following its offer of $59.4 million for PPL Holdings' 15 per cent stake in PPL Shipyard, it has now become 100 per cent owner of the shipyard 'and that as a consequence, the joint venture agreement dated 9 April 2001, to the extent and in the form as it then subsisted, ceased to be in force'.
It added that on May 13, it had sent a letter to PPL Holdings informing it that the Joint Venture Agreement had been terminated from that date on account of 'breaches' by PPL Holdings.
Baker, through its wholly owned PPL Holdings, has been going toe-to-toe with SembMarine over the former's decision to sell its 15 per cent stake in PPL Shipyard to China's Yangzijiang for US$155 million.
SembMarine, which owns 85 per cent of PPL Shipyard, has objected to the sale, citing its 'pre-emption rights' over any such sale, and offered the $59.4 million for the remaining 15 per cent stake in the shipyard. But PPL Holdings rejected the offer.
The issue took on added prominence this week after a commentary in BT asked why SembMarine, despite having overwhelming majority shareholding, seemed unable to assert more control over the management or sale of the shipyard to the Chinese company.
In a letter published in yesterday's BT, SembMarine pointed out that according to the Memorandum and Articles of Association of PPL Shipyard, it had six out of a total of nine directors on PPL Shipyard's board. It made no mention of the existence of a separate Joint Venture Agreement.
It further asserted that it was incorrect to say that PPL Holdings had any rights to PPL Shipyard's board seats or management: 'It has none.'
But PPL Holdings asserts that the issues raised so far pertain to legal contractual clauses set out in the Joint Venture Agreement, and supplemented by a supplemental letter dated July 5, 2003.
'Whilst the Memorandum and Articles of Association of PPL Shipyard Pte Ltd is a matter of public record, the Joint Venture Agreement is not available to the public,' PPL Holdings said.
'Distorted views are being formed every hour by the public because they do not have full information on the above mentioned issues,' it added.
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Confidentiality clause on management control ? I don't know but isn't there any way to gain access to that info for public?
Not that BT secretly divulge the know how & skill set to YZJ, so what's the basis SCM wants to contest?
SOON CAN SEE AGAIN AT 30CTS
Suppose to be a can of sweet and nice candy and now look like it has become a can of worms.
From the announcements of Baker, SCM, YZJ and Businesstimes, these are the crux of the matter:
1. Seems that SCM's lawsuit is based on BT breaching the JVA confidentiality clause.....thereby dissolving the JVA. Note...the JVA gives BT management control of PPL.
2. In my opinion, I think BT did breach this confidentiality clause. They must have highlighted the management control clause to YZJ, otherwise why would YZJ have paid such a princeling premium for a mere 15% stake in PPL if they did not have this reassurance. As a 15% shareholding without management control, YZJ would not have achieved their objective of technology transfer. Bear in mind, PPL owns proprietary offshore rig designs....Jack ups and semis.
3. In either the JVA or shareholders agreement, there must have been a 'right of first refusal' clause in the event either shareholder wants to sell their stake in PPL. I suspect there is also a price formula to determine the purchase/sell price between BT and SCM....otherwise how did SCM come up with such an exacting figure of S$59,433,522 they countered for the 15% stake.
4. Whatever the outcome is, if YZJ gets the 15%, they will find it difficult to get a hold of the technology transfer. If YZJ gets out of the deal (which I think they are probably looking seriously at this option now...as the issue is getting too messy), the relationship between SCM and BT is certainly soured and SCM will certainly try to wrest management control of PPL, going forward.
Not vested in BT, SCM and YZG....so my opinions have no vested interest...but tracking this corporate tussel makes interesting read.
Personnal opinion.
Caveat emptor.
As I said before, BT may become worse than before the offer from YZJ.
Without miracle, the event will unfold when the cows come home!
hrm.. why not look at the court proceedings as a form of delay tatic instead?
while the proceedings is going on, the deal can't go through, could it be..
1) SCM will be able to 'remove' most of the 'key components' in PPL, be it manpower, equipment, technology..
2) delaying tatic to make YZJ look for other opportunities in the market instead?
3) maybe it is as true as what the lawsuit is :/
Just speculating ;)
Thing is definitely not so straight forward mah!!!! If not, all lawyers will eat grass liao!!! And we do not need to have courts.
Now, the crux of the matter is not really whether all the claims are true or the offer and acceptance of the deal, but rather on the turn of the event. It is definitely not good or beneficial to the shareholders and may end up all become losers ( SCM, YZJ, BT, PPL including shareholders)
Sigh !!!!
Think about it, BT stated in their announcement that they had seek legal advice on the offer by YZJ .
If there's any clause that deem to be a possible breach of contract, would BT want to risk it ?
However, Sembmarine probably trying to make their own stand but not necessary be in their favor. Well, let's watch the battle but I bet who will emerged the winners. Let's just say size doen't matter.
