CapitaLand Limited (SGX:C31) made an offer to acquire the remaining 34.73% stake in CapitaMalls Asia Limited (SGX:JS8) for approximately SGD 3 billion in cash on April 14, 2014. CapitaLand is offering SGD 2.22 for each outstanding share of CapitaMalls that it does not already own. The offer price will be reduced for any dividend or distribution after the announcement date including the currently proposed dividend of SGD 0.0175 per share for financial year 2013. The tender offer is expected to commence sometime in end April or early May 2014 and will close by end May or early June 2014. The purchase will be funded with a combination of internal cash resources and borrowings of the CapitaLand Group. CapitaLand intends to delist and integrate CapitaMalls Asia into CapitaLand Group.

The offer is subject to receipt of acceptances which will result in the offeror and its concert parties holding more than 90% of CapitaMalls Asia. The transaction is subject to Independent Board Committee approval. CapitaMalls Asia will form and Independent Board Committee to recommend the shareholder on the offer. The Independent Director's of CapitaLand holding 0.43 million shares in CapitaMalls Asia has agreed to accept the offer. CapitaLand Limited intends to exercise its right to compulsorily acquire all the offer shares not acquired under the offer and then proceed to delist CapitaMalls Asia from the SGX-ST. As of April 17, 2014, CapitaMalls Asia Limited shareholders constituted the independent board committee comprising four directors namely Loo Choon Yong, Sunil Tissa Amarasuriya, Bob Tan Beng Hai and Tan Kong Yam. The transaction is expected to be immediately accretive to EPS and return on equity.

As on 28 April 2014, the offeror has dispatched to the shareholders of CMA the formal offer documents. The offer is set to close on May 26, 2014. On May 9, 2014, CapitaLand Limited (SGX:C31) dispatched a circular to the shareholders of the target containing the recommendations of Credit Suisse (Singapore) Limited and Deutsche Bank AG, Singapore. As on May 12, 2014, independent financial advisor consider the terms of transaction as fair and reasonable. As of May 15, 2014, CapitaLand Limited has received valid acceptances in relation to 2.6% shares of CapitaMalls Asia. As of May 16, 2014, offer price has been revised to SGD 2.35 per offer share. CapitaLand Limited is waiving the acceptance condition. The Offer is hereby declared unconditional in all respects. The closing date of the offer has been extended from May 26, 2014 to June 9, 2014. If CapitaLand Limited receives acceptances in respect of not less than 90% of the remaining shares, CapitaLand Limited would be able to compulsorily acquire CapitaMalls Asia. As of May 19, 2014, CapitaLand Limited has received valid acceptances in relation to 3.4% (131.232263 million shares) of CapitaMalls Asia.

As on May 22, 2014, the offer has been extended to from May 26, 2014 to June 9, 2014. The Independent Directors of CapitaMalls Asia Limited has carefully considered the advice of the IFA in respect of the revised terms and conditions of the offer. Appropriate payment will be made to the shareholders who have validly accepted the offer on or before the date of the announcement of the revised offer and not withdrawn their acceptances within the withdrawal period. The payment will be made within 10 days of the announcement of the revised offer. The revised offer has been declared unconditional in all respects expect with the consent of the SIC, neither the CapitaLand Limited nor any person acting in concert with it may within six months of the closure of the offer make a second offer to, or acquire the shares.

As of June 4, 2014, CapitaLand Limited has received in aggregate valid acceptances in respect of approximately 11.5% of the issued share capital of CapitaMalls Asia which, when taken together with the shares owned, controlled or agreed to be acquired by CapitaLand Limited and its concert parties as at the same date, comprise an aggregate of approximately 92.7% of the issued share capital of CapitaMalls Asia. CapitaLand has submitted an application to the Singapore Exchange for the delisting of CapitaMalls Asia. As of June 6, 2014, CapitaLand and its concert parties owned, controlled or have agreed to acquire (including acceptances of the offer) an aggregate of 97.1% of CapitaMall's issued share capital. The offer will close on June 9, 2014 and CapitaMalls will be suspended from trading on June 10, 2014. The shares not tendered till June 9, 2014, will be compulsorily acquired by CapitalLand.

Computershare Hong Kong Investor Services Limited acted as registrar for CapitaLand Limited. Boardroom Corporate & Advisory Services Pte. Ltd. acted as registrar for CapitaLand Limited. Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte. acted as financial advisors for CapitaLand Limited. Deutsche Bank AG, Singapore Branch acted as a financial adviser to the independent board committee in connection with the offer. KPMG LLP acted as an accountant to CapitaMalls Asia Limited. Prawiro Widjaja, Hilary Low, Christopher Ong and Daren Shiau of Allen & Gledhill acted as legal advisors to CapitaLand. As per the circular dated May 9, 2014, all shareholders who accept the offer after May 26, 2014, will receive cash payment of SGD 2.2025 per share tendered.