Part B 2017 ACP17_PS03

ACP17_PS03
TAKE-OVERS

HailCab (HC) is a technology ride hailing company operating in the United States and other parts of
the world.

It is convinced there is tremendous growth potential in the ride hailing industry in Southeast Asia, and
is particularly interested in investing in an established industry player in Singapore to gain a foothold
in the region.

Kee Chiu Limited (KCL) is a company incorporated in Singapore and listed on the Singapore
Exchange Securities Trading Limited (SGX-ST). Like HC, KCL is a technology ride hailing company
with market leading coverage across all the major Southeast Asian cities.

The founder and chief executive officer of KCL, Mr. Ang (Mr. Ang), owns a 65% stake in KCL. The
balance of KCLs share capital is held by the public.

HC is keen to acquire 100% of the ownership and control of KCL, and privatise KCL.

HC has approached your firm on the following:

(1) briefly indicate why you would recommend that the transaction proceed by way of
acquiring the shares of KCL as opposed to acquiring the assets and undertakings of
KCL pursuant to a business transfer agreement;

(2) the key issues to be considered by HC during the legal due diligence exercise before
proceeding with this transaction;

(3) a description of the options available to HC to acquire and privatise KCL under the
Singapore Code on Take-overs and Mergers, the Companies Act, Chapter 50 of
Singapore (Companies Act) and the listing manual of the SGX-ST and the chances of
a successful acquisition in relation to each of such options.

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SILE Part B 2017 - 1 -| P a g e