Baker & McKenzie is acting for ASX-listed Centrepoint Alliance Limited (ASX: CAF) on its merger by way of scheme of arrangement with Professional Investment Holdings, the owner of Professional Investment Services, a leading independently owned network of financial advisers and accountants. Centrepoint announced today, 25 August 2010, that it had entered into definitive documentation with PIH in relation to the merger, along with Centrepoint providing funding to PIH via a convertible note.
The matter is particularly interesting given Centrepoint is merging with the PIH business which is larger than Centrepoint, necessitating Centrepoint to seek shareholder approval under ASX Listing Rule requirements. This is unusual at a bidder level. This matter is also unusual in a listed-bidder context, due to a proportion of the scheme consideration to be held subject to escrow conditions. Due to the complex capital structure of PIH (which has four different classes of shares on issue), the scheme is to proceed by way of four inter-dependent schemes of arrangement.
Commenting on the deal, Baker & McKenzie partner, Richard Lustig, said, “To complete signing of this deal the parties have had to navigate through a number of interesting ASX Listing Rule and corporate aspects. We are pleased to work together with Centrepoint and PIH to help them achieve transaction signing.”
The Baker & McKenzie team is led by Richard Lustig with partner Lewis Apostolou and support from associate Simon Schenkel.
McCullough Robertson is acting for PIH.
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