Mermaid Marine Australia to Acquire Jaya Holdings for $495M

Singapore-listed Jaya Holdings Limited (the Company or Jaya) disclosed Tueday that it has agreed to, amongst other things, sell the entire issued and paid up share capital of all its subsidiaries (the Sale Companies) to Mermaid Marine Australia Limited for aggregate cash consideration of $495 million, or SGD 625 million (the Purchase Consideration) (the Proposed Transaction). The Sale Companies represent materially all of the business of Jaya.

The Proposed Transaction is a result of a strategic review process announced Sept. 9, 2013. The Purchase Consideration taken together with the $7.9 million or SGD 10 million cash held at the Company as of Dec. 31, 2013 represents $0.654, or SGD 0.826 on a per share basis (the Gross Implied Value). The Gross Implied Value represents a premium of 45.0 percent to the adjusted closing share price of $0.451 or SGD 0.57 Sept. 6, 2013*. The Gross Implied Value also represents a premium of 5.5 percent to the volume weighted average share price Feb. 24** . The Board of Jaya (the Board) believes the Proposed Transaction is in the best interests of shareholders.

Following completion of the Proposed 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 Proposed Transaction is subject to approval at an extraordinary general meeting of the shareholders of Jaya (the EGM), regulatory approvals and other closing conditions. Cathay Asset Management Company Limited, Linden Capital L.P., Orchard Avalon Limited, Orchard Centar Master Limited and Orchard Makira Master Limited (together, the Undertaking Shareholders) together have an interest of approximately 52.9 percent of the issued and paid-up shares of Jaya. The Undertaking Shareholders have provided irrevocable undertakings to vote all of their shares in favor of any resolutions proposed at the EGM to approve the Proposed Transaction, subject to there not being a superior offer received by the Company.

Please refer to the SGX Announcement for further details of the Proposed Transaction.

Standard Chartered Bank and Pareto Securities acted as the financial advisers to Jaya.

Drew & Napier LLC acted as the legal adviser to Jaya.


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