PrimeTime Property Holdings hasadvised its shareholders to reject a takeover offer from RDC Properties, calling the bid “materially unfair and unreasonable.”
RDC is offering 0.6875 of its linked units for every PrimeTime unit. But PrimeTime’s board says this ratio is misleading due to a planned bonus issue of 189.6 million RDC units, which will dilute RDC’s value and reduce the effective swap ratio to just 0.55.
“The offer significantly undervalues PrimeTime and would be highly dilutive,” the board warned in its circular to shareholders. According to PrimeTime, independent advisors Deloitte also agreed, stating the deal is not in the best interest of PrimeTime unitholders.
Key concerns include up to 58% dilution in net asset value, a 35% drop in distributions, and overvaluation of RDC’s property assets by over P1 billion, allegedly according to independent experts Knight Frank and KATAFRICA. The board also argued that RDC’s NAV and loan-to-value ratios are overstated due to infrequent independent valuations and limited transparency.
Beyond the numbers, PrimeTime slammed the logic of the merger, saying it would result in no real synergies, but rather increased costs and conflicts of interest, including higher management fees paid to RDC’s external asset manager.
The board believes the true motive behind the offer is to bail out RDC’s struggling balance sheet after it failed to raise P50 million in 2024, managing only P12 million at an expensive 10.16% interest rate.
PrimeTime says it remains on strong footing, with a focused, high-quality property portfolio, a sub-1% vacancy rate, and higher long-term returns than RDC.
“We urge unitholders to take no action and retain their investment,” the PrimeTime board said.
The offer closes on 22 August 2025