Sunway Bhd has proposed a conditional voluntary take-over offer to acquire all shares in IJM Corp Bhd at RM3.15 per share, valuing IJM at about RM11 billion if the offer is fully accepted.

In a filing with Bursa Malaysia, Sunway said the offer covers 3.505 billion IJM shares in issue, excluding treasury shares. Sunway currently does not own any IJM shares.

Under the proposed structure, accepting shareholders will receive 10% of the offer price in cash, amounting to RM0.315 per IJM share, with the remaining 90% or RM2.835 to be settled through newly issued Sunway shares priced at RM5.65 each. For example, an IJM shareholder holding 1,000 shares would receive RM315 in cash and 501 new Sunway shares. Cash amounts will be rounded down to the nearest sen, while fractional Sunway shares will be rounded down to the nearest whole share.

The offer is conditional on Sunway securing acceptances that result in it holding more than 50% of IJM’s voting shares by the closing date. It is also subject to regulatory approvals, including Bursa Securities’ approval for the listing of the new Sunway shares and approval from Sunway shareholders at an extraordinary general meeting.

Sunway said the RM3.15 offer represents a premium of between 14.55% and 27.99% over IJM’s last traded price and selected volume-weighted average prices up to Jan 9. The group said the proposed acquisition would combine the strengths of both companies, creating a larger property and construction group with stronger scale and resilience amid challenging macroeconomic conditions.

If IJM fails to meet public shareholding spread requirements after the offer, Sunway may seek to delist the company. Should acceptances reach at least 90%, Sunway intends to invoke compulsory acquisition provisions under the Capital Markets and Services Act 2007.

Sunway said IJM would continue operating as a separate subsidiary, with no immediate plans for major restructuring or workforce reductions, while an integration committee would later assess potential operational synergies.

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