Chiyoda Corporation (TSE:6366) entered into a binding memorandum of understanding to acquire 50% stake in subsea services business from Ezra Holdings Limited (SGX:5DN) for $180 million on August 27, 2015. Chiyoda Corporation will acquire the business for $150 million and subscribe for new shares for $30 million. The business will be renamed as EMAS Chiyoda Subsea after the closing of the transaction. The closing of the transaction is subject to completion of confirmatory due diligence by Chiyoda Corporation, signing of agreement, completion of the restructuring, approval of shareholders of Ezra Holdings Limited, all consents or notifications required under any applicable competition, merger control or anti-trust laws and relevant third party consents. The transaction is expected to close on December 31, 2015. All the conditions shall be satisfied (or waived) on or before March 31, 2016 or any date agreed by the parties. If conditions are not satisfied on or before March 31, 2016, the agreement will automatically terminate.

The Directors will be convening an extraordinary general meeting (EGM) to seek approval of the shareholders for the proposed transaction. The transaction is expected to increase the earnings per share. As on November 23, 2015, the transaction was approved by the Federal Trade Commission. J.P. Morgan (S.E.A.) Limited acted as financial advisor to Ezra Holdings Limited. As of September 29, 2015, Chiyoda entered into a binding share sale and subscription agreement. The proposed transaction is subject to the approval of shareholders. Completion will take place on the seventh business day following the satisfaction or waiver of all the conditions in accordance with the terms of the agreement. The directors of Ezra approved the deal.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor for Chiyoda. Christopher Koh and Michelle Fum of Allen & Gledhill acted as legal advisor for Ezra Holdings Limited (SGX:5DN). J.P. Morgan acted as financial advisor to Ezra.

Chiyoda Corporation (TSE:6366) completed the acquisition of 50% stake in subsea services business from Ezra Holdings Limited (SGX:5DN) on March 31, 2016. The business has been named as EMAS CHIYODA Subsea Limited.