MMA steps in to acquire Jaya HoldingsNews // February 25, 2014
Jaya Holdings Limited has agreed to sell the entire issued and paid up share capital of all its subsidiaries to Mermaid Marine Australia Limited for aggregate cash consideration of S$625 million. The companies in the deal represent materially all of the business of Jaya.
Jaya said the proposed transaction is a result of a strategic review announced on 9 September 2013. The purchase consideration taken together with the US$10 million cash held at the company as of 31 December 2013 represents S$0.826 on a per share basis. The Gross Implied Value represents a premium of 45.0 per cent to the adjusted closing share price of S$0.57 on 6 September 2013. The Gross Implied Value also represents a premium of 5.5 per cent to the volume weighted average share price on 24 February 2014.
"The Board of Jaya believes the proposed transaction is in the best interests of shareholders," said the company.
Following completion of the 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 transaction is subject to approval at an extraordinary general meeting of the shareholders of Jaya, regulatory approvals and other closing conditions.
Cathay Asset Management Company Limited, Linden Capital LP, Orchard Avalon Limited, Orchard Centar Master Limited and Orchard Makira Master Limited together have an interest of approximately 52.9 per cent 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 transaction, subject to there not being a superior offer received by the Company.
Standard Chartered Bank and Pareto Securities acted as financial advisers to Jaya. Drew & Napier LLC acted as the legal adviser to Jaya.