Singapore’s Jaya Holdings Limited has agreed to, amongst other things, sell the entire issued and paid up share capital of all its subsidiaries to Mermaid Marine Australia Limited for aggregate cash consideration of S$625 million. The Sale Companies represent materially all of the business of Jaya.
The Proposed Transaction is a result of a strategic review process announced on 9 September 2013. The Purchase Consideration taken together with the US$10 million cash held at the Company as of 31 December 2013 represents S$0.826 on a per share basis (the “Gross Implied Value”). The Gross Implied Value represents a premium of 45.0% to the adjusted closing share price of S$0.57 on 6 September 2013(1). The Gross Implied Value also represents a premium of 5.5% to the volume weighted average share price on 24 February 2014.
“The Board of Jaya (the “Board”) believes the Proposed Transaction is in the best interests of shareholders,” Jaya said in a statement.
Following completion of the Proposed Transaction, the Company intends to distribute a significant portion of the Purchase Consideration to shareholders by way of a cash dividend. Subsequently, the Board will consider options available to the Company.
“Shareholders will be informed in due course once a definitive decision has been made,” Jaya said.
The Proposed Transaction is subject to approval at an extraordinary general meeting of the shareholders of Jaya (the “EGM”), regulatory approvals and other closing conditions. Cathay Asset Management Company Limited, Linden Capital L.P., Orchard Avalon Limited, Orchard Centar Master Limited and Orchard Makira Master Limited (together, the “Undertaking Shareholders”) together have an interest of approximately 52.9% of the issued and paid-up shares of Jaya. The Undertaking Shareholders have provided irrevocable undertakings to vote all of their shares in favour of any resolutions proposed at the EGM to approve the Proposed Transaction, subject to there not being a superior offer received by the Company.