S$1.49 billion merger of OUE Commercial Real Estate Investment Trust and OUE Hospitality Trust
A&G News 3 February 2020
Allen & Gledhill advised OUE Commercial REIT Management Pte. Ltd., in its capacity as manager of OUE Commercial Real Estate Investment Trust (“C-REIT”, and manager of C-REIT, “C-REIT Manager”), as transaction counsel, on the approximately S$1.49 billion merger of C-REIT and OUE Hospitality Trust (“Merger”) completed by way of a trust scheme of arrangement (“Trust Scheme”).
The Merger was effected through the acquisition by DBS Trustee Limited (“DBS Trustee”), in its capacity as trustee of C-REIT, of all the issued and paid-up stapled securities in OUE Hospitality Trust (“Acquisition”) held by the stapled securityholders of C-REIT, by way of the Trust Scheme in compliance with the Singapore Code on Take-overs and Mergers.
The Merger will create one of the largest diversified Singapore real estate investment trusts with total assets estimated at S$6.9 billion and is the first merger between a listed real estate investment trust and a listed business trust of different asset classes.
Allen & Gledhill also advised DBS Trustee, in its capacity as trustee of C-REIT, on the Acquisition and OUE Limited, as the sponsor of C-REIT.
Advising the C-REIT Manager were Allen & Gledhill Joint Managing Partner Jerry Koh and Partners Christopher Koh, Foong Yuen Ping, Chua Bor Jern, Wong Yi Jia, Ho Kin San and Lim Mei Ann.
Advising the C-REIT Manager on tax issues was Allen & Gledhill Partner Lim Pek Bur.
Advising DBS Trustee was Allen & Gledhill Partner Teh Hoe Yue.
Advising OUE Limited was Allen & Gledhill Partner Sophie Lim.