Keppels Associated Company to Amalgamate with Floatel International Ltd

By MarEx 2011-08-22 10:42:39

Keppel Corporation Limited ("Keppel") wishes to announce that its associated company, Aqua Pellentesque Ltd ("Aqua"), has entered into an Amalgamation Agreement with Floatel International Ltd ("Floatel") on 21 August 2011. This agreement paves the way for Keppel, with a current stake of 31.7% in Floatel, and other shareholders of Aqua, to acquire the remaining Floatel shares which they do not currently own, at a consideration price of NOK 19.50 per share ("Cash Consideration").

Mr Choo Chiau Beng, CEO of Keppel, said, "Over the past year, we have gradually increased our stake in Floatel, reaching our current interest of 31.7%. This reflects our growing confidence in the long term prospects of Floatel in its ability to provide high quality floating accommodation semisubmersibles for Brazil and the North Sea. Through this amalgamation, we hope to increase our interest in Floatel, to enable us to play a more active role in growing the company."

Pursuant to the Amalgamation, the Floatel shares held by the shareholders or proposed shareholders of Aqua who will hold the entire issued share capital of Aqua (the "Shareholder Consortium") will be converted into shares of the Amalgamated Company, whereas the Floatel shares of the shareholders not forming part of the Shareholder Consortium will receive the Cash Consideration of NOK19.50 per share in the capital of Floatel, issued and outstanding immediately prior to the effective time of the Amalgamation.

Aqua was formed by Wideluck Enterprises Limited, a wholly-owned subsidiary of Keppel, and Jonathan Fairbanks. As part of the amalgamation, the other shareholders forming the Shareholder Consortium will become shareholders of the amalgamated company.

The Cash Consideration was arrived at taking into account the share price of Floatel in the last six months, the control premium, Floatel's new fleet and the potential synergies between Floatel's business with Keppel's offshore and marine business.

The Amalgamation Agreement will be presented for the approval of Floatel's shareholders at a Special General Meeting ("SGM"). A notice of the SGM is expected to be issued on 22 August 2011, and the detailed terms and conditions of the Amalgamation will be contained in the notice of the SGM. The SGM will be held fourteen clear days after the distribution of the Amalgamation Agreement and the notice of SGM.

Subject to the Amalgamation Agreement being approved by Floatel's shareholders, the Shareholder Consortium will fully own all the shares of Floatel.

This transaction is not expected to have any material impact on the earnings per share and the net tangible asset per share of Keppel for the current financial year.

This should be read in conjunction with the detailed Amalgamation announcement dated 22 August 2011 issued to the Singapore Exchange.