Sembcorp Marine Ltd (SGX:S51) entered into a memorandum of understanding to acquire Keppel Offshore & Marine Limited for SGD 4.8 billion on June 24, 2021. As of October 27, 2022, The exchange ratio between Keppel and Sembcorp Marine has been revised from 56:44 to 54:46 respectively. As a result, the value of the equity shares in Sembcorp Marine that Keppel would receive from the proposed transaction would be lowered by about SGD 378 million, from approximately SGD 4.87 billion to approximately SGD 4.50 billion.

As per the transaction, Sembcorp Marine Ltd will issue 36.8 billion shares to Keppel Corporation Limited. Proposed Combination is based on a 50:50 enterprise value ratio between Keppel O&M and Sembcorp Marine. After taking into account the respective capital structures of the two companies, the SGD 500 million cash that Keppel O&M will pay to Keppel and other adjustments, the agreed equity value exchange ratio will result in Keppel and its shareholders owning 56% of the Combined Entity and Sembcorp Marine shareholders owning 44% on completion.

The agreement to acquire Keppel Offshore & Marine Limited was formed on April 27, 2022. Proposed Combination is subject to various regulatory approvals and expected to be put to respective shareholders for approval in the fourth quarter of 2022. As of November 2, 2022, the transaction is approved by Competition and Consumer Commission of Singapore.

As of November 23, 2022, The EGM of Keppel is going to happen on December 8, 2022. As of December 8, 2022, shareholders of Keppel Corporation Limited approved the transaction. As of January 27, 2023, the transaction is approved by SGX-ST.

As of January 31, 2023, Sembcorp has convened the shareholders meeting on February 16, 2023. The independent directors is of the view that the offer is fair and reasonable. The shareholders of Sembcorp Marine Ltd have approved the transaction.

J.P. Morgan (S.E.A.) Limited acted as Financial Advisor to Keppel. KPMG Services Pte. Ltd. acted as an accountant, Allen & Gledhill acted as a legal advisor, Credit Suisse (Singapore) Limited acted as Financial Advisor, Kck Corpserve Pte.

Ltd. acted as a registrar to Sembcorp Marine. Ernst & Young acted as financial and tax due diligence provider to Keppel Offshore & Marine. DBS Bank Ltd. acted as a financial advisors to both Sembcorp and Keppel offshore.

Deloitte & Touche Financial Advisory Services appointed as the independent valuer. Provenance Capital Pte. Ltd. acted as a financial advisor to the independent directors.