SEA Diner Holdings Pte Ltd entered into an agreement to acquire 13% stake in Del Monte Philippines, Inc. (PSE:DMPI) from Central American Resources, Inc. for approximately SGD 180 million on January 24, 2020. Central American Resources shall sell 363.7 million shares of Del Monte Philippines. There is also a share adjustment mechanism in the event that Del Monte Philippines does not meet the forecasted net income for the financial year ended April 30, 2021 as agreed with SEA Diner. Accordingly, additional Del Monte Philippines shares (up to a maximum cap of 1.44% of the total issued share capital as diluted by this adjustment) may be issued to SEA Diner. On April 30, 2020, SEA Diner Holdings Pte Ltd entered into an agreement to acquire 12% stake in Del Monte Philippines, Inc. from Central American Resources for approximately SGD 170 million. Under the terms of consideration, the parties have agreed that the sale will be for 335.6 million existing ordinary shares in Del Monte Philippines and agreed that any dividends received by the Investor from DMPI would no longer be credited for the purpose of calculating the redemption amount. In relation to the share adjustment mechanism, shareholders are to note that the additional Del Monte Philippines shares to be issued are up to a maximum cap of 1.33% of the total issued share capital of Del Monte Philippines. The transaction is subject to completion of due diligence, approval by SEA Diner’s investment committee, approval of Board and shareholders of Del Monte Philippines, approvals by certain lender banks and the termination of all related party transactions of Del Monte Philippines other than those approved by SEA Diner Holdings. The proceeds from this transaction will be used to will be used to pay down certain outstanding loans mainly owed to Philippine banks such as Rizal Commercial Banking Corporation. Nomura acted as financial advisor to Del Monte Pacific, parent of Central American Resources, Inc. Jacqueline Chan and Paul Pery of Milbank LLP acted as legal advisors to Del Monte Pacific. Chiam Tao Koon, Christopher Ong, Ko Xiaozheng, Tham Kok Leong, Jonathan Choo and Nicholas Tan of Allen & Gledhill acted as legal advisors to SEA Diner Holdings Pte Ltd. SEA Diner Holdings Pte Ltd completed the acquisition of 12% stake in Del Monte Philippines, Inc. from Central American Resources, Inc. on May 20, 2020. On July 30, 2020, SEA Diner Holdings Pte Ltd entered into a second supplement agreement with Central American Resources, Inc. to insure that redeemable convertible preference shares are treated as equity rather than as debt. On August 10, 2020, shares acquired as a part of transaction of Del Monte Philippines, Inc. had been converted into redeemable convertible preference shares. Second supplement agreement is subject to approval from shareholders of Del Monte Pacific Limited at General Meeting to be held on September 17, 2020. As on August 27, 2020, transaction has been approved by shareholders of Del Monte Pacific Limited.