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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In December, Keppel shareholders voted overwhelmingly for the merger with 99.96 per cent of votes, translating to 562.8 million shares, cast for the proposal.

Some 99.96 per cent of votes, translating to about 562.3 million shares, were also cast in favour of a second resolution, which is for Keppel to make the distribution in specie of Sembmarine’s shares at a time and date to be determined by Keppel’s directors.

Shareholders of Sembmarine must pre-register their attendance online or lodge their proxy forms by 11am on Feb 13, and will be able to vote live at the EGM either themselves or through the chairman as their proxy.*

Shares of Sembmarine ended 0.7 per cent higher at S$0.142 on Tuesday, before the announcement.

*Amendment note: The article has been amended to correctly state that shareholders of Sembmarine must pre-register their attendance, instead of shareholders of Keppel.