SINGAPORE - Keppel Corporation will hold its extraordinary general meeting (EGM) to vote on the proposed merger of its offshore and marine (O&M) unit with Sembcorp Marine (Sembmarine) on Dec 8 at 3pm via electronic means.
In a bourse filing on Wednesday, the conglomerate said its directors recommend that Keppel shareholders vote in favour of both resolutions of the deal to be passed at the EGM.
The long-anticipated merger of the two O&M giants was first announced in April 2022 with plans to carry out separate schemes of arrangement that will result in Keppel O&M and Sembmarine becoming wholly owned subsidiaries of the combined entity.
Terms of this deal was later revised in October such that Sembmarine would directly acquire Keppel O&M from Keppel Corp at the revised equity-value exchange ratio of 46:54, as compared with the earlier 44:56 Sembmarine:Keppel O&M.
Sembmarine shareholders will now own 46 per cent of the enlarged entity, with Keppel holding the remaining 54 per cent – out of which the latter group will retain 5 per cent and distribute 49 per cent of the enlarged Sembmarine shares in specie to its shareholders.
Sembmarine will also retain its listing status on the Singapore Exchange mainboard and directly issue 36.8 billion new shares to Keppel, which is down by about 3.1 billion, or roughly 10 per cent, of Sembmarine’s market capitalisation from the previous deal terms.
The first resolution of the upcoming EGM seeks to gain shareholder approval for the asset company transfer and the Keppel O&M combination on these revised terms, as well as for the payment of all fees and expenses relating to the transactions.
Meanwhile, the second resolution is for Keppel to make the distribution in specie at a time and date to be determined by Keppel’s directors.
Shareholders of Keppel must pre-register their attendance online by 3pm on Dec 5, and will be able to vote live at the EGM either themselves or through the chairman as their proxy.
They also may submit questions related to the EGM via the pre-registration page up until 3pm on Nov 30.
Keppel shares were up 0.81 per cent, at $7.49 on Thursday. THE BUSINESS TIMES