KUALA LUMPUR: Sunway Bhd founder and controlling shareholder Tan Sri Jeffrey Cheah Fook Ling has issued a last-minute pitch to IJM Corp Bhd shareholders, particularly government-linked investment companies (GLICs), to reconsider their positions ahead of the April 6 deadline.
Despite earlier resistance, he stressed there remains a window for investors to take part in what he described as a compelling opportunity to unlock greater long-term value through a larger, more competitive group with stronger regional and global ambitions.
The RM11 billion cash-and-share offer, announced on Jan 12, values IJM at RM3.15 per share through a combination of cash and share exchange.
The cash component makes up 10 per cent of the offer, with the remainder to be settled in Sunway shares priced at RM5.65.
Crucially, the offer is conditional upon Sunway securing more than 50 per cent ownership in IJM. Failing that, the offer will be withdrawn.
"At the end of the day, this is a commercial decision. The facts, track record and value proposition are clear," Cheah told Business Times in an interview on Wednesday.
Research houses have largely backed Sunway's proposal. Hong Leong Investment Bank Bhd and MBSB Research have recommended that shareholders accept the offer, citing fair valuation and the strategic advantages of consolidation.
A key attraction for IJM shareholders lies in the healthcare segment, which delivered a pre-tax profit margin of 12 per cent in 2025.
Sunway holds a 69.5 per cent stake in Sunway Healthcare Bhd, which was recently listed on Bursa Malaysia's Main Market via a RM2.86 billion initial public offering – the country's largest in nine years – valuing the company at RM16.7 billion.
So far, Sunway has secured more than 20 per cent acceptance, with expectations that this could exceed 25 per cent soon. However, the decisive bloc lies with GLICs, which collectively control about 48 per cent of IJM.
Among the largest shareholders are the Employees Provident Fund (EPF), Permodalan Nasional Bhd (PNB) and Kumpulan Wang Persaraan (Diperbadankan) or KWAP, holding roughly 45 per cent in IJM.
Other GLICs which have shares in IJM include Minister of Finance Inc-owned Urusharta Jamaah Sdn Bhd with 2.84 per cent and Lembaga Tabung Haji with 1.47 per cent.
In recent weeks, sentiment among these institutional investors had shifted noticeably.
EPF, which holds a 20.52 per cent stake in IJM, opted to reject the offer, following an earlier decision by PNB, which owns 13.3 per cent.
KWAP reportedly took a similar stance, creating a significant hurdle for Sunway in reaching the required threshold.
Cheah revealed that initial discussions with these institutions had been encouraging.
When Sunway first tabled its proposal in early January, feedback from the GLICs was broadly positive, with many acknowledging the commercial rationale behind the deal.
However, the narrative began to change shortly thereafter, influenced by external developments, including criticism on social media framed along racial lines and reports of an investigation into IJM by the Malaysian Anti-Corruption Commission over alleged governance issues.
Cheah said the move to acquire IJM began as a voluntary takeover offer, effectively a hostile bid, initiated through formal engagement with the Securities Commission.
After several weeks of deliberation with the regulator, Sunway formally tabled its offer on Jan 9.
Cheah noted that he had personally reached out to IJM chairman Tan Sri Krishnan Tan and group chief executive officer Datuk Lee Chun Fai in a spirit of openness, inviting them for discussions on the proposal.
He emphasised that the approach was driven entirely by commercial considerations, marking the starting point of the takeover initiative.
At the time, Cheah said he was confident of securing backing from GLICs, recalling that initial feedback from these institutional shareholders had been encouraging, with many indicating that the offer was commercially sound.
"I thought I had gotten the support of the GLICs. Each of them said the offer made commercial sense when we met them, so I was confident," Cheah said.
"We are not asking IJM shareholders to exit. We are offering 10 per cent cash and 90 per cent of Sunway shares. So, they continue the journey with us on a larger, stronger platform with a proven ability to deliver.
"I believe the 'noise' may create some short-term hesitation, but closer to the deadline, people will sit down, study properly and make their decisions," Cheah said.
Under the conditional offer, if Sunway does not get at least 50 per cent plus one share, the entire offer will be withdrawn.
Despite the growing resistance, Cheah remains hopeful - if cautiously so - that at least some institutional shareholders may reconsider.
He acknowledged the complexity of their position but expressed disappointment that non-commercial factors may be shaping investment decisions.
"I don't think they are being entirely objective. It is not easy for them, I understand that. I thought I had their support. But there is an elephant in the room. There seems to be an invisible hand that is very unhappy with us.
"Of course we are very hopeful we can get 50 per cent plus one share. To get 50 per cent plus one share is difficult, but hopefully a miracle will happen, or suddenly the GLICs decide to accept (the offer); maybe not all, but half," Cheah said.