(Bloomberg) -- A potential buyout of Hong Kong-listed ESR Group Ltd. is drawing out as shareholders struggle to agree on a price for the company, according to people familiar with the situation.
While discussions are ongoing, more time is also needed to complete due diligence on the logistics and warehouse firm’s global assets, the people said, asking not to be identified discussing a private matter. ESR’s fragmented ownership represents a key hurdle to a take-private deal as they have different value expectations and it would take only a few opponents to block the transaction, the people said.
Despite a revised proposal earlier this month, the bidding consortium’s non-binding offer is deemed by some shareholders to be too low, the people said. ESR hasn’t publicly disclosed the value of the offer.
Deliberations are ongoing and details of the offer may change, the people said, adding that an agreement also might not be reached.
Representatives for ESR and the bidding consortium didn’t respond to requests seeking comment.
ESR’s shares slid almost 10% following the Bloomberg News report on drawn out talks Wednesday. That was the biggest loss in seven months and wiped out the year-to-date increase, leaving ESR with a market value of about HK$45 billion ($5.8 billion).
Under the consortium’s latest proposal, ESR shareholders can choose to receive cash or roll over their shares, or a combination of both. A unit of Qatar Investment Authority and Warburg Pincus, both already shareholders, also joined the consortium, which is led by Starwood, Sixth Street and SSW Partners. All told, the group holds about 40% of ESR’s shares.
Under Hong Kong takeover rules, the consortium needs at least 75% of so-called disinterested shareholders — those not directly involved in the offer or acting in concert with the offerer — to approve its proposal, and no more than 10% to vote against.
ESR, which says it has about $154 billion in assets under management, focuses on real estate including logistics and data centers in markets including Australia, China, India, Japan, New Zealand, Singapore and South Korea.
--With assistance from Catherine Ngai.
(Updates with closing share price in sixth paragraph.)
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