Freehills is advising Prime Infrastructure (ASX: PIH) in relation to its merger with Brookfield Infrastructure (NYSE: BIP; TSX: BIP.UN ) to create a global infrastructure group with a market capitalisation in excess of US$2.5 billion.
Prime Infrastructure securityholders will be offered 0.24 units in Brookfield Infrastructure Partners (BIP Interests) per Prime Infrastructure security, which represents an implied value of A$1.6 billion for Prime Infrastructure.
The transaction will be implemented by way of:
- a company scheme of arrangement and trust schemes, with a meeting of Prime Infrastructure securityholders to be convened in early November 2010; and
- a concurrent off-market takeover bid which is conditional on, among other things, the schemes not becoming effective.
Under the terms of the schemes, Prime Infrastructure securityholders will also have the option to participate in the ‘scheme liquidity facility’, which permits Prime Infrastructure securityholders to receive cash instead of up to the first 4,000 BIP Interests which they would otherwise be entitled to receive.
Brookfield Infrastructure has also replaced Prime’s previous corporate debt facility.
The Freehills team is led by partners Philippa Stone and Tim McEwen and included senior associate Daniel Scotti and lawyers Stacia Super and Jeremy Chew on corporate aspects of the transaction. Partner Melita Cottrell and senior associate Marnie Fels advised on banking aspects of the transaction.
Freehills partner Philippa Stone said, ‘We are delighted to have worked closely with Prime Infrastructure and Brookfield Infrastructure on another significant deal and hope to see more M&A activity during the remainder of 2010.’
Freehills is well known for advising on the region’s most complex, innovative and strategic corporate transactions, illustrating the strength, flexibility and diversity of Freehills’ capabilities. Recent highlights include advising Seven Network Limited on its merger by scheme of arrangement with WesTrac; Orica on its demerger and subsequent listing of the DuluxGroup; TPG Capital and Carlyle Group in relation to the acquisition of Healthscope; and Aspen on its current acquisition of Sigma’s pharmaceuticals business.
Freehills is the busiest firm in M&A in Australasia, advising clients on more deals than any other firm over the last decade according to Thomson-Reuters and is consistently recognised as a market leader in the area of M&A.
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