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$Seatrium (S51.SG)$ Sembcorp Marine (Sembmarine) will hold a...

$Seatrium(S51.SG)$ Sembcorp Marine (Sembmarine) will hold an extraordinary general meeting (EGM) on Feb 16, 2023, to vote on its proposed merger with Keppel’s offshore and marine (O&M) unit. In a bourse filing on Tuesday (Jan 31), Sembmarine said its independent directors recommend that shareholders vote in favour of the deal. The independent financial advisers (IFA) for the deal saw its terms as fair and reasonable, and had advised the independent directors to recommend shareholders to vote in favour of the deal, the company noted. The long-anticipated merger of the two O&M giants was first announced in April 2022, with plans to carry out separate schemes of arrangement that will result in Keppel O&M and Sembmarine becoming wholly-owned subsidiaries of a combined entity. The terms were later revised in October, such that Sembmarine would directly acquire Keppel O&M from Keppel Corp at the revised equity-value exchange ratio of 46:54, where Sembmarine shareholders will own 46 per cent of the enlarged entity. Keppel will own 54 per cent, of which it will retain 5 per cent and distribute 49 per cent of the enlarged Sembmarine shares in specie to its shareholders. Sembmarine will also retain its listing status on the Singapore Exchange mainboard, and directly issue new shares to Keppel.
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