Keppel Corporation Limited (SGX:BN4) made an offer to acquire the remaining 45.39% stake in Keppel Land Limited (SGX:K17) from DBS Bank Ltd., BlackRock, Inc. (NYSE:BLK) and other shareholders for SGD 3.6 billion in cash on January 23, 2015. The other shareholders include Loh Chin Hua, Oon Kum Loon, Tow Heng Tan, Alvin Yeo Khirn Hai, Tan Ek Kia, Danny Teoh Leong Kay and others. Keppel Corporation will acquire the remaining 701.5 million shares at a maximum offer price of SGD 4.6. Keppel Corporation will also acquire the options of Keppel Land at a maximum offer price of SGD 4.6. Keppel Corporation made the offer at a base price of SGD 4.38 which would be converted to SGD 4.6 per share once the compulsory threshold of 90% is reached. For every SGD 0.1 million principal amount of convertible bonds that are tendered, based on the base offer price, one will receive SGD 65,174.4 in cash; or for every SGD 0.1 million principal amount of convertible bonds that are tendered, based on the base offer price, one will receive SGD 68,448 in cash. The outstanding SGD 499.8 million in principal amount of 1.875% convertible bonds is due on November 29, 2015. Keppel Corporation already owns 843.8 million shares of Keppel Land Limited.

The offer will be funded by a combination of internal cash resources and borrowings. Keppel Corporation intends to exercise its right to compulsorily acquire the entire offer shares not acquired under the offer if threshold limited of 90% or more is achieved. The offer will be extended to all the new shares issued after conversion of options or convertible bonds as on the closing date of the offer. The offer is not subject to any conditions and will be unconditional in all respects. The commencement of the offer is expected by February 13, 2015 and the closing of the offer is expected by March 12, 2015. Keppel Corporation would not be making any downstream offer for Keppel REIT and Keppel Philippines Properties. The offer is expected to be EPS and NTA accretive to the shareholders of Keppel Corporation. Based on the offer terms, a full privatization of Keppel Land would raise the 2014 earnings per share of Keppel Corporation by 13%. Keppel Corporation Limited dispatched a circular dated February 26, 2015 to security holders in connection with the offer for securities.

As on February 26, 2015, Independent Directors comprising of Ang Wee Gee, Lee Ai Ming, Tan Yam Pin, Heng Chiang Meng, Edward Lee Kwong Foo, Koh-Lim Wen Gin, Yap Chee Meng and Huang Jing of Keppel Land recommend the shareholders to accept the offer. The Independent Directors and KPMG recommend that bondholders not accept the convertible bonds offer which is neither fair nor reasonable from a financial point of view. As of March 3, 2015, BlackRock, Inc. purchased a minority stake in Keppel Land Limited and now holds approximately 49.69 million shares. As on March 6, 2015, DBS Bank Ltd. and Credit Suisse (Singapore) Limited announces that Keppel Corporation Limited has received 9,617 valid acceptances in respect of 234.367 million offer shares and no acceptances in respect of the convertible bonds offer. Keppel Corporation Limited received acceptances in respect of the options proposal of an aggregate of 1.17 million options. As on March 9, 2015, DBS Bank Ltd. and Credit Suisse (Singapore) Limited announces that Keppel Corporation Limited has received valid acceptances in respect of 295.49 million offer shares and no acceptances in respect of the convertible bonds offer. As on March 11, 2015, DBS Bank Ltd. and Credit Suisse (Singapore) Limited announces that Keppel Corporation Limited has received 13,670 valid acceptances in respect of 406.313 million offer shares and no acceptances in respect of the convertible bonds offer.

As on March 12, 2015, the closing date of the tender offer was extended from March 12, 2015 to March 26, 2015. As on March 16, 2015, DBS Bank Ltd. and Credit Suisse (Singapore) Limited announces that Keppel Corporation Limited has received 14,890 valid acceptances in respect of 484.513 million offer shares and no acceptances in respect of the convertible bonds offer. As on March 17, 2015, BlackRock holds 40.82 million shares representing approximately 2.6% of the total issued shares and Keppel Corporation holds 86.2% stake in Keppel Land Limited. As on March 19, 2015, based on the information received by Keppel Corporation Limited from BlackRock, BlackRock holds 40.33 million shares representing approximately 2.6% of the total issued shares. As on March 20, 2015 Keppel Corporation Limited announced that its ownership in Keppel Land increased to 87.2%. As on March 25, 2015, Keppel Corporation has acquired or agreed to acquire an aggregate of 1406.1 million shares, representing 90.9% of the total number of issued shares. As on date, BlackRock holds 37.4 million shares representing approximately 2.4%. As of March 27, 2015, Keppel Corporation Limited extended the offer and convertible bonds offer date from March 26, 2015 to March 31, 2015. The consideration of approximately SGD 13.3 million will be settled through a combination of internal cash resources and borrowings.

Choe Tse Wei of DBS Bank Ltd. acted as the financial advisor to Keppel Corporation. Pankaj Goel of Credit Suisse (Singapore) Limited acted as the financial advisor to Keppel Corporation. KCK CorpServe Pte. Ltd. acted as registrar for Keppel Land. Deutsche Bank AG acted as tender agent in the transaction. Vishal Sharma and Jason Yong KPMG Corporate Finance Pte. Ltd. acted as financial advisors for Keppel Land. BlackRock, Inc. acted as the joint financial advisor to the transaction. David Chong and Michelle Phang of Shook Lin & Bok acted as advisor to KPMG Corporate Finance Pte Ltd. Ng Wai King, Low Kah Keong, Hui Choon Yuen and Tan Sue-Lynn of WongPartnership acted as legal advisor to Keppel Land Ltd. Colliers International Consultancy & Valuation (Singapore) Pte Ltd, Savills Valuation and Professional Services (S) Pte Ltd, Cushman & Wakefield Valuation Advisory Services (HK) Ltd, Savills Valuation and Professional Services Limited, Wuxi Puxin Assets Valuation Co., Ltd., DTZ Debenham Tie Leung Shenzhen Valuation Company Limited, Colliers International Vietnam, CBRE (Vietnam) Co., Ltd., KJPP Willson dan Rekan, Cushman & Wakefield VHS Pte. Ltd., Colliers International (India) Property Services Pvt Ltd. and C. S. G. Atukorala acted as valuers in the transaction.

Keppel Corporation Limited (SGX:BN4) completed the acquisition of remaining 45.39% stake in Keppel Land Limited (SGX:K17) from DBS Bank Ltd., BlackRock, Inc. (NYSE:BLK) and other shareholders on March 31, 2015. As of closing, Keppel Corporation held 95.1% of Keppel Land Limited.