CapitaLand Limited (SGX:C31) entered into a sale and purchase agreement to acquire Ascendas Pte Ltd and Singbridge Pte. Ltd. from Ascendas-Singbridge Pte. Ltd. for SGD 5.8 billion on January 14, 2019. The enterprise value of SGD 10.9 billion is comprised of approximately SGD 6 billion equity value as well as net debt and minority interest of SGD 4.9 billion. The consideration will be satisfied by a combination of cash and new ordinary shares in CapitaLand. 50% of the consideration amounting to SGD 3 billion will be paid in cash and 50% of the consideration amounting to SGD 2.8 billion will be paid via the allotment and issuance of 862.26 million ordinary shares in CapitaLand. The consideration may be adjusted downwards in accordance with the terms of the agreement. On completion of the allotment and the issuance of the consideration shares, direct and indirect shareholding interest of Temasek Holdings (Private) Limited, parent of Ascendas-Singbridge Pte. Ltd., in CapitaLand Limited will increase from 40.8% to approximately 51%. The cash consideration is expected to be financed by any one or a combination of drawdown from existing or additional credit or bank facilities, tapping the debt capital markets and utilization of existing cash balance. No new shares will be issued for financing the cash portion. The consideration implies a 1.2x P/NAV multiple. Ascendas and Singbridge had net income of SGD 515.6 million in the period ending September 30, 2018. An integration committee comprising members from CapitaLand Limited and Ascendas-Singbridge Pte. Ltd. will be formed. The committee will oversee the integration of the two organizations and employees. The transaction is subject to approval from Monetary Authority of Singapore; the grant of a waiver from the Securities Industry Council (SIC) that Ascendas-Singbridge Pte. Ltd. and its concert parties need not, subject to the fulfillment of the customary conditions to be laid down by the SIC make a general offer for the shares not already held by it and its concert parties as a result of its acquisition of the consideration shares and the fulfillment of the SIC conditions, subject to the SIC waiver being granted; the passing of the whitewash resolution by the whitewash independent shareholders, subject to the SIC waiver being granted; the passing of the necessary resolutions by the shareholders other than Ascendas-Singbridge Pte. Ltd. and its concert parties as well as parties not independent of them in a general meeting to waive their right to receive a mandatory take-over offer for the shares not already held by Ascendas-Singbridge Pte. Ltd. and its concert parties, as a result of its acquisition of the consideration shares; the listing and quotation of the consideration shares; approval of the shareholders of CapitaLand Limited for the transaction and issuance of consideration shares; and the receipt of approvals from certain agreed regulatory authorities in respect of the transaction including the Bundeskartellamt of the Federal Republic of Germany, the Competition Commission of India, the Japan Fair Trade Commission, the Philippines Competition Commission, the State Administration for Market Regulation of China and The Treasurer of Australia. A meeting of shareholders of Capitaland is expected to be convened by June 2019. As of March 22, 2019, meeting of shareholders of Capitaland will be held on April 12, 2019 for approval of transaction along with allotment and issuance of the consideration shares and whitewash resolution. As of January 14, 2019, Securities Industry Council has granted a waiver of the requirement for Ascendas-Singbridge Pte. Ltd. to make a general offer subject to some conditions. The Board of Directors of Capitaland approved the transaction. As of March 6, 2019, approval in principle was obtained from the SGX-ST for the listing of, dealing in, and quotation on the Main Board of the SGX-ST of the consideration shares which is subject to compliance with the SGX-ST's listing requirements and approval of the allotment and issuance of the consideration shares by the shareholders who are not deemed to have an interest in the transaction. As of April 12, 2019, shareholders of Capitaland approved the transaction. If any of the conditions precedent are not fulfilled on or before the first business day falling seven months from the date of the agreement (cut-off date), CapitaLand and Ascendas-Singbridge may, in their absolute discretion, terminate the agreement in accordance with the terms therein but in the specific event that the unfulfilled condition precedent on the cut-off date is an outstanding regulatory approval, CapitaLand Limited and Ascendas-Singbridge Pte. Ltd. shall in good faith discuss an extension of the cut-off date by up to two months. The transaction is expected to be completed in the third quarter of 2019. As per the disclosure on April 30, 2019, the transaction is expected to be completed by June 30, 2019. As per the disclosure on May 27, 2019, the transaction is expected to be completed by the end of June 2019. The transaction is expected to be immediately accretive to the earnings per share and return on equity of CapitaLand Limited. J.P. Morgan (S.E.A.) Limited and Rothschild (Singapore) Limited acted as the financial advisors and WongPartnership LLP acted as the legal advisor to CapitaLand Limited. Lim Mei, Richard Young, Lee Kee Yeng, Lauren Chung, Jerry Koh, Teh Hoe Yue, Tan Boon Wah and Lim Pek Bur of Allen & Gledhill acted as the legal advisors to Ascendas-Singbridge Pte. Ltd and Temasek Holdings (Private) Limited. M & C Services Private Limited acted as the registrar for CapitaLand. KPMG Services Pte. Ltd. acted as accountant for CapitaLand Limited.