Asciano Limited announced on 8th February 2016 that it had received a revised proposal from Qube Holding Limited, Global Infrastructure Partners, Canada Pension Plan Investment Board and CIC Capital Corporation to acquire up to 100 per cent of the issued capital of Asciano.
As required under the amended Bid Implementation Deed between Asciano and Brookfield, Asciano issued a notice to Brookfield Infrastructure with a right to submit, within five business days, a matching or superior proposal to the Qube Consortium Proposal.
The Asciano Board recommends that Asciano shareholders accept the takeover offer to be made under the Qube Consortium Proposal in respect of all of their Asciano shares, subject to:
- Asciano not receiving a superior proposal; and
- An independent expert opining that the takeover offer and the sale of each of the Ports and BAPS businesses is fair and reasonable to Asciano shareholders.
Asciano has now signed binding transaction documentation with the Qube Consortium including an implementation deed in relation to the takeover offer, together with sale agreements in relation to Patrcik's container terminal business and a 50 per cent interest in Australian Amalgamated Terminals and the Bulk & Automotive Port Services businesses and a 50 per cent interest in ACFS Port Logistics.
The Brookfield BID will now be terminated and the Brookfield takeover bid is expected to lapse at 7:00pm on 18 February, 2016.
Asciano will also apply to the court for orders to cancel the Scheme Meeting in respect of the Brookfield Offer.
As a result of the change in recommendation in favour of the Qube Consortium Proposal, a break fee of $88 million will be paid to Brookfield Infrastructure. Asciano will treat the break fee as a material item of $88 million pre tax in its FY16 full year financial results