Jaya Holdings has agreed to sell the entire issued and paid up share capital of all its subsidiaries to Mermaid Marine Australia 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 9th September 2013. The purchase consideration taken together with the US$10 million cash held at the Company as of 31st 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 6th 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 (2). The Board of Jaya has stated it believes the proposed transaction is in the best interests of shareholders.
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.
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, Linden Capital L.P., Orchard Avalon, Orchard Centar Master and Orchard Makira Master (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.
Please refer to the SGX Announcement for further details of the proposed transaction. Standard Chartered Bank and Pareto Securities acted as the financial advisers to Jaya. Drew & Napier LLC are acting as the legal adviser to Jaya.
Note:
(1) Adjusted closing price of S$0.57 calculated as the closing share price of S$0.615 on 6 September 2013, being the last trading day before the announcement of the strategic review process, after adjusting for dividends of S$0.045 per share paid to shareholders since such date. Dividends of S$0.045 per share represents the aggregate of S$0.035 per share paid on 19 November 2013 and S$0.01 per share paid on 12 February 2014.
(2) Volume weighted average share price of S$0.783.
