CapitaLand Ltd. agreed to purchase all the issued and paid-up ordinary shares of each of Ascendas Pte. Ltd. and Singbridge Pte. Ltd. from Temasek Holdings (Pte.) Ltd.'s Ascendas-Singbridge Pte. Ltd. subsidiary for nearly S$6.04 billion.
The targeted subsidiaries, according to a press release, are the holding companies of the Ascendas-Singbridge Group, which has interests in and manages Ascendas Real Estate Investment Trust, Ascendas India Trust and Ascendas Hospitality Trust.
The acquisition is subject to the approval of the Singapore-listed property developer's independent shareholders during an extraordinary general meeting that is expected to be held in the first half of 2019. It will be satisfied using S$3.0 billion in cash and through the issuance of new CapitaLand shares priced at S$3.50 apiece.
The transaction, which is valued at S$11 billion, will create Asia's largest diversified real estate group with assets under management surpassing S$116 billion. It will give birth to an entity that will own logistics/business parks, industrial, lodging, commercial, retail and residential properties across more than 180 cities in 32 countries.
Temasek's ownership of CapitaLand will grow to about 51.0% from approximately 40.8%, upon the completion of the transaction, expected by the third quarter.
As the deal will trigger a mandatory general offer for Temasek to acquire shares it does not own in CapitaLand, a whitewash resolution will be tabled at the coming meeting to seek approval from CapitaLand's shareholders to waive their right to receive Temasek's offer.
J.P. Morgan (S.E.A.) Ltd. and WongPartnership LLP are the respective sole financial adviser and legal counsel to CapitaLand, while Allen & Gledhill LLP is the legal counsel for Ascendas-Singbridge.
As of Jan. 11, US$1 was equivalent to S$1.35.