Sembcorp Marine to Buy Keppel Offshore & Marine for $3.2B, Scraps Merger Plan

Singapore's Sembcorp Marine (Sembmarine) scrapped a deal to merge with Keppel Corp's offshore and marine unit and form new company, in favour of directly buying the unit for S$4.50 billion ($3.19 billion), the Temasek-backed oil rig builder said on Thursday. 

The new structure also lowers the value of Keppel's unit by S$378 million from the S$4.87 billion valuation it got according to the terms of the previous agreement struck in April, Sembmarine said. 

This deal gives Sembmarine's shareholders a bigger stake –– of 46% stake, compared with 44% in the previous deal –– in the combined firm and shortens the time required to complete the deal by up to two months, Sembmarine said. 

The deal is now expected to close by the end of the year. 

"Amidst these volatile and uncertain times, the parties believe that it is critical for the proposed combination to be completed as soon as possible so that the benefits of an enlarged entity can be realised sooner," Sembmarine said.

"Besides the expected synergies, an enlarged Sembcorp Marine will be in a better position to deal with the above challenges and compete," it added, referring to deteriorating macroeconomic conditions, high inflation and continued interest rate hikes by major central banks. 

The industry downturn exacerbated by COVID-19 pandemic has showed signs of easing in recent times, with both Sembmarine and Keppel's unit securing fresh contracts on the back of rising oil prices and concerns about energy security amid geopolitical tensions. 

Keppel will distribute 49% of Sembmarine shares in-specie to its shareholders and retain a 5% stake, half the size of the take it would have had under the older terms. Temasek's stake in Sembmarine will drop to 35.5% from 54.6% currently, but it will remain its largest shareholder. Temasek is also Keppel's single biggest shareholder with a 21% stake. 

Temasek was unavailable for comment outside of market hours. Sembmarine's stock has gained about 49% so far this year, while Keppel Corp is up about 30%, as of last close.

 ($1 = S$1.4086)

 (Reporting by Savyata Mishra and Navya Mittal in Bengaluru; Editing by Dhanya Ann Thoppil and Savio D'Souza)