Ashurst is advising San Miguel Corporation (“SMC”) as lead international counsel on its proposed acquisitions of Esso Malaysia Berhad, ExxonMobil Malaysia Sdn Bhd and Exxonmobil Borneo Sdn Bhd for a total cash consideration of US$610,000,000.
In a a sale and purchase agreement signed on 17 August 2011, SMC agreed to acquire 175,500,00 ordinary shares in Esso Malaysia from ExxonMobil International Holdings Inc (“EMIHI”) for a cash consideration of US$206,020,460 (RM614,250,000). This acquisition represents 65% of the voting shares of Esso Malaysia, a level of shareholding which will, upon completion of the proposed acquisition, trigger a mandatory takeover offer for the outstanding shares, in accordance with Malaysian securities law.
In two separate sale and purchase agreements, also signed on 17 August 2011, SMC agreed to the acquisition of:
the entire issued share capital of ExxonMobil Malaysia from Mobil International Petroleum Corporation; and
the entire issued share capital of ExxonMobil Borneo from EMIHI,
for a total cash consideration of US$403,979,540.
SMC is one of the leading Philippines conglomerates and has, in recent years, diversified its traditional portfolio of food, beverage and packaging by growing its presence in the the petroleum, power, mining and infrastructure industries. SMC’s 68%-owned subsidiary, Petron Corporation, is the largest integrated oil refining and marketing company in the Philippines.
The Ashurst Singapore team advising SMC comprised Philip Thomson, Edward Bennett and Keith McGuire, assisted by Rebecca Wilcock and Charlotte Ducker.