SYDNEY, AUSTRALIA — Brookfield Infrastructure, based in Canada, and Qube, an Australian logistics group, announced on Feb. 23 they are considering joining their rival bids for the Australian-based rail company, Asciano Limited.
The discussions remain preliminary, indicative and non-binding and there is no agreement, arrangement or understanding between the parties at this stage, however, under the new proposal, Asciano shareholders would receive all cash consideration of A$9.28 ($6.71) per share for a deal valued at A$9 billion ($6.5 billion).
This is the latest in the ongoing eight-month takeover battle for the Australian port and rail operator. Brookfield first approached Asciano in July 2015, offering A$9.05 per share in cash and stock. Qube made a rival bid in November 2015, offering A$9.25 per share.
The Australian Competition and Consumer Commission (ACCC) has been considering both Brookfield’s and Qube’s acquisition offers of Asciano due to potential consumer competition issues that were raised. The ACCC announced on Feb. 23 that it has suspended the review timeline for both acquisition proposals from both companies. The ACCC is awaiting further details of the new potential transaction and will update the ACCC public mergers register in due course.
The indicative terms of the new proposal are:
• Qube, in a 50/50 joint venture with Brookfield Infrastructure and members of the Brookfield Consortium (or entities controlled by them), would acquire the Patrick Container Terminals Business;
• Brookfield Infrastructure and members of the Brookfield Consortium (or entities controlled by them) would acquire the Bulk & Automotive Ports Services businesses (including the 50% interest in Australian Amalgamated Terminals and related shareholder loans (AAT), (the BAPS Business). Qube would have an option to subsequently acquire from Brookfield Infrastructure the 50% interest in AAT, subject to ACCC clearance; and
• GIP, CPPIB, CIC and certain members of the Brookfield Consortium other than Brookfield Infrastructure would acquire the Pacific National rail business.
If the joint venture proposal is not accepted by all parties, Qube will void the joint venture proposal. The company will then continue pursuing Asciano with its original bid implementation deed that was sent to the Asciano board on Feb. 18.