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Asciano board recommends acceptance of Brookfield offer

19 Aug 2015

AUSTRALIA: The board of Asciano has unanimously recommended that shareholders accept Brookfield Infrastructure’s offer to acquire its entire issued capital, in a deal which gives the rail and port group an implied enterprise value of A$12bn.

‘After careful consideration of all the options available to the company, the Asciano board has unanimously concluded that a sale of the company at a significant premium to market value, and on terms that we think reflect fair value, is in the best interests of all shareholders’, said Chairman Malcolm Broomhead on August 18.

‘This transaction enables us to acquire premier transport infrastructure assets in a geography we know well and establish two leading global platforms, with solid long-term prospects,’ said Sam Pollock, CEO of Brookfield Infrastructure. ‘Combining Asciano’s Australian container terminals with our existing assets in North America and Europe provides the foundation for a global container platform. In addition, Asciano’s leading above-rail operations, together with our Australian and Brazilian logistics businesses, create a powerful, international rail logistics business.’

Asciano’s rail activities in Australia include Pacific National which has a fleet of 644 locomotives and more than 14 000 bulk, steel and intermodal wagons. The Patrick business has bulk port and stevedoring activities at more than 40 sites in Australia and New Zealand, and

Financing is in place for the deal. The scheme of arrangement would see Asciano shareholders receive A$6·94 in cash and 0·0387 Brookfield Infrastructure partnership units, giving a total implied value of A$9·15 per share. This represents a premium of 39% on the 30-day weighted average price of Asciano shares to July 1. Brookfield Infrastructure has applied for its units to be listed on the Australian Securities Exchange.

Asciano shareholders will vote on the offer in November, with completion  expected in December.