Brookfield Infrastructure And Qube Consortium To Buy Asciano

(RTTNews) - Brookfield Infrastructure (BIP, BIP_UN.TO) together with its institutional partners, GIC Private Limited, British Columbia Investment Management Corporation and the Qatar Investment Authority or the "Brookfield Consortium" and Qube Holdings Limited , along with its institutional partners or the "Qube Consortium", announced a binding agreement to implement a transaction that will result in the acquisition of the entire business currently owned and operated by Asciano Limited (AIO.AX), a port and rail logistics company in Australia with an enterprise value of about A$12 billion.

The consideration to be offered to Asciano shareholders as part of the Scheme will be equal to A$9.28 cash per Asciano share held, inclusive of the interim dividend of A$0.13 per share to be paid on March 24th, 2016, less the amount of any Special Dividend paid by Asciano to its shareholders.

Asciano's ports business will be acquired for A$3.84 billion, cash and debt free. The Brookfield Consortium and the Qube Consortium will acquire the Patrick terminals business on a 50/50 basis for A$2.915 billion. The Brookfield Consortium will acquire 100% of BAPS for A$925 million.

Asciano's rail business will be acquired by 76% of certain institutional partners of the Qube Consortium, excluding Qube; by 24% of certain institutional partners of the Brookfield Consortium, excluding Brookfield.

As part of the above transaction, Brookfield Infrastructure has committed to invest a minimum of US$350 million from its current liquidity into Asciano's ports business, a unique network of port assets in Australia.

On completion of this transaction, Brookfield Infrastructure will earn an amount of approximately US$70 million on its proportionate share of Brookfield Consortium's toehold position in Asciano and the break fee previously paid in connection with the prior offer.

The transaction price for Asciano shareholders represents a premium of approximately 41.0% to the undisturbed volume weighted average price of Asciano shares during the five days leading up to and including June 30, 2015, the date prior to which Asciano announced that discussions in relation to Brookfield Infrastructure's original offer were taking place.

The Transaction has been structured to facilitate the acquisition by the Brookfield Consortium of a 50% interest in the Patrick business under a Patrick Share Purchase Agreement among the Brookfield Consortium, Qube and Asciano; and a 100% interest in the BAPS business under a BAPS Share Purchase Agreement between the Brookfield Consortium and Asciano.

Under the terms of the Transaction, institutional investors, including certain of Brookfield's institutional partners, will acquire the Pacific National rail business, following implementation of the Scheme and completion of detailed agreements. Brookfield will not acquire any interest in the Pacific National rail business.

The proceeds of these acquisitions will be partly used to fund the price to be paid to Asciano shareholders. The remainder of the consideration will be funded by the Qube Consortium and certain of Brookfield's institutional partners.

As permitted under the Scheme Implementation Deed, if the transaction proceeds, Asciano expects to pay a fully franked Special Dividend of up to A$0.90 per share before the Scheme Implementation Date. To the extent that a Special Dividend is paid, the scheme consideration will be reduced by the amount of the Special Dividend.

The Scheme requires approval by at least 75% of votes cast by Asciano securityholders and support from the majority by number of such holders who vote. The Brookfield Consortium and the Qube Consortium are precluded from voting at the Scheme meeting, with respect to any shares in Asciano held or controlled by any party to those consortia (other than small fiduciary holdings held by certain of Brookfield's institutional partners). Asciano plans to hold its shareholders' meeting to approve the Scheme in early June 2016.

It is anticipated that Asciano shareholder approval will be sought at a meeting to be held in early June 2016, and that the merger will be completed at around the end of the second-quarter 2016.