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Update on Takeover Activity

Summary of recent events

On 15 March 2016 Asciano announced that it had entered into binding documentation with the “Brookfield Consortium” (Brookfield Infrastructure Partners L.P. (and certain of its affiliates) GIC Private Limited (and certain of its affiliates) and British Columbia Investment Management Corporation) and the “Qube Consortium” (Qube Holdings Limited, Canada Pension Plan Investment Board, Global Infrastructure Management, LLC (on behalf of itself and its managed funds and clients) and CIC Capital Corporation) in relation to the Joint Consortium Scheme including an implementation deed (Scheme Implementation Deed) and sale agreements in relation to Patrick’s container terminal business (Ports) and the Bulk & Automotive Port Services business (together BAPS).

Under the Scheme Implementation Deed, it is proposed that a vehicle (BidCo) owned directly or indirectly by CPPIB, GIP, CIC Capital, GIC and bcIMC (Rail Consortium), will acquire 100% of the issued capital of Asciano at $9.15 cash per Asciano share (reduced by the cash value of any permitted special dividend) (Scheme Consideration). The $9.15 Scheme Consideration represents the $9.28 per share announced on 23 February 2016, reduced by the amount of the interim dividend of $0.13 per share declared by Asciano on 24 February 2016 which is payable on 24 March 2016. The combined value of the $9.15 Scheme Consideration and the $0.13 interim dividend per Asciano share implies an enterprise value of approximately $12.0 billion.  

The Asciano Board has considered the Joint Consortium Scheme in the context of the previously announced Qube Consortium proposal and unanimously recommends that Asciano shareholders vote in favor of the Joint Consortium Scheme in respect of all of their Asciano shares, subject to:

  • Asciano not receiving a superior proposal; and
  • an independent expert opining that the Joint Consortium Scheme is in the best interests of Asciano shareholders.

It is anticipated that a Scheme Booklet in relation to the proposed Joint Consortium Scheme will be sent to Asciano shareholders on or about 2 May 2016.  Asciano shareholders are expected to meet to vote on the Scheme on 3 June 2016.

For further information please click through to the Takeover Proposal section of the website.

Important Dates

Date

Event

 

18 August 2015

Announcement of formal offer by a consortium led by Brookfield Infrastructure Partners to acquire 100% of Asciano Shares by way of a Scheme of Arrangement (“Scheme”).

 

22 October 2015

Announcement of changes to the indicative key dates for the Scheme.

 

30 October 2015

Qube Holdings Limited with support of Global Infrastructure Partners (GIP) and Canadian Pension Plan Investment Board (CPPIB) (the Qube Consortium) acquired an aggregate interest representing 19.99% of the shares in Asciano.

 

6 November 2015

Announcement that Brookfield Infrastructure Partners in a consortium acquired a relevant interest in 14.9% of Asciano Shares, together with an economic interest in a further 4.3% of Asciano Shares.

 

9 November 2015

Announcement of a new off-market takeover bid made by Brookfield Infrastructure Partners to acquire at least 50.1% of the shares in Asciano with similar conditions to the Scheme (“Offer”).

 

10 November 2015

Announcement of non-binding indicative proposal received from the Qube Consortium.

 

16 November 2015

Announcement that the Asciano Board had decided to grant the Qube Consortium confirmatory due diligence.

 

23 November 2015

Original Bidder’s Statement lodged by Brookfield in relation to the Offer.

 

11 December 2015

Target Statement lodged by Asciano in response to the Brookfield Offer.

 

28 January 2016

Asciano receives a proposal to acquire 100% of the issued capital of Asciano from a Consortium consisting of Qube Holdings Limited (Qube), Global Infrastructure Partners (GIP), Canada Pension Plan Investment Board (CPPIB) and CIC Capital Corporation (CIC Capital) the “Qube Consortium”

 

8 February 2016

Asciano issues a notice to Brookfield Infrastructure Partners in relation to a revised proposal from the Qube Consortium triggering Brookfield Infrastructure Partners 5 day matching rights period under the Brookfield Implementation Deed

 

16 February 2016

On 16 February 2016, Asciano announced that the Board had changed its recommendation to the Qube Consortium Proposal for the acquisition of 100% of the issued shares of Asciano Limited. This was due to the Board determining that the Qube Consortium Proposal was superior to the proposal Brookfield Infrastructure Partners Limited (“Brookfield Infrastructure”) announced on 9 November 2015.

 

16 February 2016

The Brookfield takeover proposal terminated and the Brookfield takeover bid allowed to lapsed at 7.00pm on 18 February 2016.

 

23 February 2016

Asciano announced that it had received letters from both the Qube Consortium and the Brookfield Consortium regarding preliminary discussions between the two parties that relate to a potential transaction to acquire 100% of the issued capital of Asciano by way of a scheme of arrangement for an all cash consideration of A$9.28 per Asciano share  

 

15 March 2016

Asciano announces it has entered into binding documentation with the Brookfield Consortium and Qube Consortium in relation to the Joint Consortium Scheme. Under the Scheme Implementation Deed, it is proposed that a vehicle (BidCo) owned directly or indirectly by CPPIB, GIP, CIC Capital, GIC and bcIMC (Rail Consortium), will acquire 100% of the issued capital of Asciano at $9.15 cash per Asciano share (reduced by the cash value of any permitted special dividend) (Scheme Consideration). The $9.15 Scheme Consideration represents the $9.28 per share announced on 23 February 2016, reduced by the amount of the interim dividend of $0.13 per share declared by Asciano on 24 February 2016 which is payable on 24 March 2016. The combined value of the $9.15 Scheme Consideration and the $0.13 interim dividend per Asciano share implies an enterprise value of approximately $12.0 billion.  

 

21 April 2016

Asciano announces that ASIC has registered the Scheme Booklet in relation to the previously announced Scheme of Arrangement. A copy of the Scheme Booklet, including the Independent Expert’s Report and a notice of Scheme Meeting, is attached to the announcement (see ASX announcements) and will be mailed to Asciano shareholders on or about Monday, 2 May 2016. 

 

Click here for further information on the Brookfield and Qube proposals.

 

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