The Asciano board has reportedly accepted a A$12 billion takeover bid offer from a consortium backed by Brookfield Infrastructure Partners.
According to a Brookfield statement released overnight, the final bid will provide Asciano shareholders with A$6.94 in cash and 0.0387 shares in Brookfield Infrastructure for every Asciano share owned.
According to consistent media reports, the board of Asciano has provided unanimous support for the takeover, which comes in at a 39 per cent premium to port operator's share price prior to the offer surfacing in June.
The total implied enterprise value of Asciano under the transaction is approximately A$12 billion.
However, the acquisition will be funded by assuming net debt of approximately A$3.1 billion and an acquisition facility of A$1.9 billion, with the balance of A$6.9 billion funded by equity from Brookfield Infrastructure and its partners.
As a result, the deal will see the US-listed company secure a 55 per cent stake in Asciano, while Brookfield-sponsored and managed private funds will claim 23 per cent and two institutional partners will evenly split the remaining 22 per cent.
“This transaction enables us to acquire premier transport infrastructure assets in a geography we know well and establish two leading global platforms, with solid long-term prospects,” said Sam Pollock, Chief Executive Officer of Brookfield Infrastructure.
“Combining Asciano’s Australian container terminals with our existing assets in North America and Europe provides the foundation for a global container platform. In addition, Asciano’s leading above-rail operations, together with our Australian and Brazilian logistics businesses, create a powerful, international rail logistics business.”
Asciano Chairman Malcolm Broomhead commented, “After careful consideration of all the options available to the company, the Asciano board has unanimously concluded that a sale of the company at a significant premium to market value, and on terms that we think reflect fair value, is in the best interests of all shareholders.”
The agreement will see Brookfield pursue a listing on the ASX, for which it has received in-principal approval.
The deal still requires a shareholder vote, with a minimum support threshold of 75 per cent needing to be met. The vote is scheduled to proceed in mid-November. Clearance from regulators like the Foreign Investment Review Board and Australian Competition and Consumer Commission is also required.
