Keppel, Sembcorp Marine S$4.5 billion merger to create world’s biggest oil-rig builder, and the S$4 billion sale of Keppel O&M’s legacy rigs

Rajah & Tann Singapore acted for Temasek Holdings (Private) Limited (“Temasek”), a controlling shareholder of Sembcorp Marine Ltd (“Sembcorp Marine”) and a substantial shareholder of Keppel Corporation Limited (“Keppel”), on the combination of Sembcorp Marine and Keppel Offshore & Marine Ltd (“Keppel O&M”), to form an enlarged group listed on the SGX-ST with Temasek as its largest shareholder. The aggregate consideration for the combination was approximately S$4.495 billion and created an enlarged entity with a market capitalisation of approximately S$8.67 billion.

The team also acted for Temasek in a connected transaction involving the sale of Keppel O&M’s legacy rigs and associated receivables to a new entity held by Baluran Limited, Keppel and Temasek. The consideration for the sale assets amounts to approximately S$4.058 billion.

While integration of this scale will present challenges, the enlarged group is expected to benefit from greater synergies from the broader geographical footprint, larger operational scale and enhanced capabilities of Singapore’s two leading O&M companies, as well as their well-established track records for quality and reliability in executing complex, large-scale projects, in order to deliver long-term value creation to shareholders. The enlarged group is expected to be a premier global player offering offshore renewables, new energy and cleaner solutions in the O&M sector.

The deal is led by Partners Sandy Foo, Hoon Chi Tern, Favian Tan, Goh Jun Yi, Chua Choon King, Lim Chen Chen, Lee Xin Mei, Eugene Lee, Adzfar Alami and Dodo Lim. They are supported by lawyers Hilary Toh-Chin, Jessica Seet, Magdalene Chan, Cherie Tan, Pethuel Ho, Nicole Ong and Chook Win Kit.

Read more:

https://www.forbes.com/sites/jonathanburgos/2022/04/27/singapores-keppel-sembcorp-marine-merging-to-create-worlds-biggest-oil-rig-builder/

  1. https://www.bloomberg.com/news/articles/2022-04-27/keppel-sembcorp-marine-to-create-world-s-biggest-rig-builder
  2. https://www.reuters.com/business/temasek-backed-oil-rig-builders-unveil-transformative-deal-2022-04-27/
  3. https://asia.nikkei.com/Business/Business-deals/Temasek-backed-rig-builders-to-merge-amid-decarbonization-trend
  4. https://www.businesstimes.com.sg/companies-markets/sembmarine-keppel-om-in-giant-merger-to-create-offshore-powerhouse