The takeover offer for CosmoSteel Holdings has reached a pivotal moment following the Ong family's stated intent to accept the revised 25 cent per share offer from 3HA Capital.

Their intent was briefly spelt out on Page 11 of a 29-page document posted on the SGX website yesterday, which comprehensively covers every aspect of the takeover offer.

"Mr Ong Tong Hai and other members of the Ong Family intend to accept the revised Offer in respect of the Shares held by them."

Previously, the Ong family—including CEO Ong Tai Hong -- which holds a stake large enough to block the offer from becoming unconditional had criticized the initial 20 cent offer as undervaluing the company’s recovery prospects and asset base.

Asian Corporate Advisors, the independent financial adviser (IFA), also described the original offer as “not fair” but “reasonable,” pointing to CosmoSteel’s improving financials and the offer’s discount to asset values.

As of March 31, 2025, CosmoSteel’s NAV per share was 29.31 cents, and its revalued NAV was 37.6 cents.

In response to these concerns and the IFA’s report, 3HA Capital raised its offer to 25 cents per share on 23 June. The 25% increase over the initial bid matched CosmoSteel’s highest closing price in a decade.

cosmosteel chart7.25 Since the announcement of the 20-cent Offer, Cosmosteel shares have not traded at or above the 25-cent Final Offer Price.

The Offeror -- -- which is a consortium of non-CosmoSteel shareholders and Hanwa Co, the No.1 CosmoSteel shareholder -- emphasized that this was the final price and pitched it as a good exit option for shareholders given the stock’s low liquidity..

With the Ong family now indicating their intention to accept the revised offer, the bid should be turning unconditional as the Offeror surpasses the 50% shareholding threshold required for the offer to become unconditional.

Cosmosteel CEO7.25 CosmoSteel CEO Ong Tong Hai owns a 18.15% stake in the company. He is the No.2 CosmoSteel shareholder after Hanwa Co which is a key member of the Offeror consortium. The Ong family's 27.96% stake (which had risen following the CEO's open market purchases after news of the initial offer) plus the Offeror's 32.47% stake add up to 60.43%.

However, there is no indication the 90% acceptance target required for compulsory acquisition and delisting is in sight.

Shareholders who do not accept may face a scenario where the stock stays listed but its price potentially drifts back to historical levels ($0.13–$0.15).

Lim & Tan Securities has advised investors to accept the 25 cent final offer, noting that it sits within the IFA’s fair value range and only slightly below the company’s historical net asset value of 29 cents per share.

Come 14 July, if not earlier, we will know if this non-sexy business -- distributing piping system components to the energy, marine and other industries in the region -- will cease to trade on the public market.

CosmoSteel shareholders haven't had it easy in many recent years.

The company experienced a rough FY2024: revenue fell to S$69.6 million (-16.6% year-on-year) with a net loss of S$5.0 million (after a profitable FY2023).

Despite these losses, CosmoSteel’s balance sheet remained relatively robust, and posted a net profit of S$2.3 million for 1HFY2025, indicating a potential turnaround.

Possible Outcomes

Shareholders who do not accept the offer face the following scenarios:

GOOD CHANCE

"We believe the offer has a good chance of turning unconditional with the 25 cents offer price being in the middle of the IFA fair value range (22-28.5 cents) and only slightly discounted to the company’s historical NAV of 29 cents/share.... We now advise investors to “ACCEPT” the 25 cents FINAL offer price. "

-- Lim & Tan Securities,
24 June

To begin with, the Offer is set to go unconditional as CEO Ong Tong Hai who now holds 18.15% and his family members said they intend to accept the 25-cent offer.

From then, there are 2 possible outcomes:

a) the stock stays listed but trading liquidity is low and the stock price falls perhaps to historical levels ($0.13–$0.15).

b) acceptances reach the 90% target, and the Offeror is entitled to do a compulsory acquisition of the remaining shares.

The outcome will be known after the closing date for acceptances on 14 July, if not earlier.

CosmoSteel’s Big Showdown: The Ongs Intend To Take the Money But Delisting Still Uncertain

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