Keppel Corporation Limited (Keppel) announced today that it has signed revised agreements with Sembcorp Marine on the proposed combination of Keppel O&M and Sembcorp Marine, changing certain commercial terms and the transaction structure, which would simplify implementation, provide greater deal certainty and accelerate the completion of the transaction.
Keppel also announced that it has signed revised agreements with Baluran Limited (Baluran), an indirect wholly-owned subsidiary of ASM Connaught House Fund V, and Kyanite Investment Holdings Pte. Ltd. (Kyanite), an indirect wholly-owned subsidiary of Temasek, such that the proposed combination and Asset Co transactions will be delinked, and the Asset Co transaction will proceed regardless of the outcome of the proposed combination of Keppel O&M and Sembcorp Marine.
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 S$378 million, from approximately S$4.87 billion to approximately S$4.50 billion.
The amount to be retained in the segregated account for certain identified contingent liabilities has been reduced from 10% to 5%. As a result, Keppel will distribute in-specie 49% of the Sembcorp Marine shares to Keppel’s shareholders, instead of the earlier 46%. Consequently, shareholders of Keppel will receive approximately 19.1 Sembcorp Marine shares with an implied value of S$2.33.
The proposed combination will be restructured into an acquisition of Keppel O&M, excluding its interests in certain out-of-scope assets and the legacy rigs and their associated receivables, by Sembcorp Marine. Sembcorp Marine will therefore become the Combined Entity owning, post acquisition, a combination of its current business and Keppel O&M.
Court approval will no longer be required. Transfer of listing status from Sembcorp Marine to a separate Combined Entity will also no longer be required.
The revised transaction terms for the proposed combination are not expected to result in material changes to the regulatory approvals required. The parties have obtained most of the regulatory approvals required and continue to work on obtaining the remaining outstanding regulatory approvals (including approvals from the Competition and Consumer Commission of Singapore, the SGX-ST and the Maritime & Port Authority of Singapore).
Keppel O&M has secured new orders of approximately S$8 billion this year and its net order book of S$11.6 billion as at end September is at its highest level since 2007. The projects are expected to yield reasonable gross margins, and Keppel O&M has and will receive significant deposits for the newbuild FPSO P-80 and P-83 projects. Consequently, the net gearing of the restructured Keppel O&M, to be acquired by Sembcorp Marine, is expected to be significantly lower as at the end of 2022, compared to the proforma net gearing of 0.63x as at 31 December 2021. Following the proposed combination, the Combined Entity would have a total net orderbook of more than S$18 billion and it would be well-placed to compete and pursue new opportunities in offshore renewables, new energy and cleaner solutions in the global O&M business.
Both Keppel and Sembcorp Marine are targeting to complete the proposed combination by the end of 2022, subject to, among others, receipt of the relevant regulatory approvals. Keppel intends to seek its shareholders’ approval in early-December 2022.