Sembcorp seizes Cascal shares for US$191 mln

The utilities and marine group is now a major shareholder owning 92.26% of shares in Cascal sold at US$6.75 each.

Sembcorp Industries Ltd (Sembcorp) on Friday announced that its wholly-owned subsidiary, Sembcorp Utilities Pte Ltd (Sembcorp Utilities), has successfully completed its tender offer for all of the issued and outstanding common shares of Cascal N.V. (Cascal), a New York Stock Exchange-listed company.

The extended offer period expired at 5:00 p.m. New York City time on Thursday, July 8, 2010.

BNY Mellon Shareowner Services, the depositary for the Offer, has advised that a total of 28,398,090 shares were validly tendered and not withdrawn prior to the expiration of the initial tender offer period, representing approximately 92.26% of the issued and outstanding Shares.

With the successful close of the Offer, Sembcorp is now a 92.26% majority shareholder in Cascal. At US$6.75 per share, the total consideration for the stake in Cascal amounts to US$191,687,107.50.

Tang Kin Fei, Group President & CEO of Sembcorp Industries said, “We are pleased with the positive outcome of the tender offer and our acquisition of an 92.26% stake in Cascal. This acquisition is strategic to our group and will transform Sembcorp into a global water player with enhanced capabilities to serve the total water and wastewater needs of both industrial and municipal customers.”

Sembcorp has already announced intentions to cause Cascal to (1) delist the Shares from the New York Stock Exchange, (2) suspend Cascal's obligation to file reports under Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the "Exchange Act"), pending termination of registration of the Shares under the Exchange Act and (3) terminate the registration of the Shares under the Exchange Act.

Remaining shareholders given till July 30, 2010 to divest their shares to Sembcorp.

Following the expiration of the subsequent offering period, should Sembcorp own at
least 95% of the issued and outstanding Shares, Sembcorp intends to complete the acquisition of Cascal by effecting squeeze-out proceedings under the Dutch Civil Code. The price paid to minority stockholders in such proceedings would be determined by the Dutch Court. Upon the consummation of a squeeze-out proceeding, Cascal will no longer be a public company.

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