Singapore-based investment-holding company SEA9 Pte. Ltd. moved to acquire all the issued and paid-up ordinary shares in the capital of Kreuz for S$0.80 per ordinary shares in the capital of Kreuz. Swiber will receive a consideration of S$256.2 million for its entire equity stake.
Swiber, Kreuz and SEA9 have entered into a netting agreement, whereby all trade and other receivables owing by Swiber to Kreuz and its subsidiaries as at 30 September 2013, and all trade and other payables owing by the Kreuz Group to Swiber as at 30 September 2013, shall be set-off and settled.
The offer of S$0.80 in cash for each Kreuz share represents a premium of approximately 78.4% over Kreuz’s NAV per share as at Sept 30, 2013. Swiber, which holds 320,250,000 Kreuz Shares, representing approximately 57.5% of the issued and paid-up share capital of Kreuz, is expected to record a net gain of approximately US$90.6 million from this proposed disposal. The cash proceeds from the disposal will be used as working capital to fund the operations of Swiber’s core businesses and to undertake future business expansions, acquisitions and new investment opportunities.
The proposed disposal is subject to the approval of the shareholders of Swiber at an extraordinary general meeting to be convened, for which a circular will be dispatched to the Shareholders in due course. Upon completion of the acquisition, Kreuz will cease to be a subsidiary of Swiber. The directors of Swiber, in their individual capacity as shareholders of Swiber, have each entered into an irrevocable deed of undertaking to vote in favour of the proposed acquisition.