Asciano Says Qube Consortium Proposal Is Superior To Brookfield's Bid

(RTTNews) - Australian ports and rail operator Asciano Limited (AIO.AX, AIOYY.PK) said that it has determined that the Qube Consortium Proposal is a superior proposal for the purposes of the Brookfield Bid Implementation Deed as amended on 9 November 2015 and has issued a notice to Brookfield Infrastructure Partners Limited required by the matching right regime under the Brookfield BID. The Qube Consortium Proposal for Asciano represents an enterprise value of approximately A$12.1 billion and an equity value of approximately A$9.0 billion.

Brookfield Infrastructure now has the right, but not the obligation, to submit within 5 business days a matching or superior proposal for the Asciano Board. The matching right period will conclude at the end of Monday, 15 February 2016.

Asciano confirmed that it has received a revised proposal from Qube Holdings Limited, Global Infrastructure Partners or GIP, Canada Pension Plan Investment Board or CPPIB and CIC Capital Corporation.

Asciano has also been informed by Brookfield Infrastructure of details concerning a revised transaction on which they are working.

The Qube Consortium Proposal involves GIP, CPPIB and CIC Capital, through a jointly owned bid vehicle (BidCo) making an off-market takeover bid to acquire all of the shares in Asciano for consideration of A$7.04 cash and 1 Qube share per Asciano share. In part recognition of the expected cash generation by Asciano in the period prior to close of any takeover offer, the Qube Consortium has agreed to an A$0.07 increase over and above the consideration proposed in its letter on 28 January 2016.

The Qube Consortium Proposal has an implied value of A$9.24 per Asciano share based on Qube's closing price of A$2.20 on 5 February 2016, and A$9.21 per Asciano share based on Qube's volume weighted average price (VWAP) for the 30 trading days to 5 February 2016 of A$2.17. If the Qube Consortium Proposal proceeds and ATO approval is obtained in respect of the special dividend, Asciano is permitted to pay fully-franked dividends of up to A$0.97 per share, in aggregate, comprising an interim and special dividend, to enable franking benefits of up to A$0.416 per share to be distributed to eligible Asciano shareholders.

The implied value of the Qube Consortium Proposal of A$9.24 per share represents a premium of 38.9% to the closing price of Asciano's shares of A$6.65 on 30 June 2015, the last trading date prior to the date on which Asciano announced that it had received an indicative, non-binding and conditional proposal from Brookfield Infrastructure.

If there is a change in recommendation in favour of the Qube Consortium Proposal, a break fee of A$88 million will be payable to Brookfield Infrastructure.

Under the terms of the Qube Consortium Proposal, GIP, CPPIB and CIC Capital will acquire control of the rail business of Asciano by acquiring, through a jointly-owned bid vehicle, shares in Asciano.

Qube will acquire 100% of Asciano's Patrick container terminal business and a 50% interest in Australian Amalgamated Terminals for an enterprise value of A$2,650 million.

The remaining Bulk & Automotive Port Services businesses and 50% interest in ACFS Port Logistics Pty Ltd (ill be sold to an entity to be established and owned by GIP, CPPIB and CIC Capital initially for an enterprise value of A$850 million. BAPS HoldCo will seek to sell the BAPS businesses to a third party or parties. Qube may also seek to acquire certain of the BAPS assets, subject to regulatory approvals.