Sembcorp Marine has entered into an Amended and Restated Combination Framework Agreement with Keppel Corporation which sets out the revised transaction structure and terms on which the Proposed Combination of Sembcorp Marine and Keppel Offshore & Marine ('Keppel O&M') will be effected.
Simplified Transaction Structure
Under the Revised Structure and Terms, Sembcorp Marine will now directly acquire 100% of Keppel O&M from Keppel. There will no longer be a Combined Entity, and the proposed one-for-one share exchange between the Combined Entity and Sembcorp Marine, and the transfer of Sembcorp Marine’s listing status to the Combined Entity (collectively, the earlier 'Sembcorp Marine Scheme' which required consent from certain third parties and approval from voting shareholders representing a majority in headcount holding at least 75% in value) will no longer apply.
Sembcorp Marine will retain its listing status on the Mainboard of the Singapore Exchange and directly issue new Sembcorp Marine shares to Keppel, if approved by minority shareholders. Post completion of the Transaction, Keppel O&M will become a wholly-owned subsidiary of Sembcorp Marine. The Transaction closing time may also be reduced by up to two months.
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