Shell and ERM have entered into a Scheme Implementation Deed that proposes Shell acquire 100 per cent of the issued capital of ERM by way of a members' scheme of arrangement (Scheme), subject to customary conditions. The Scheme consideration is A$2.465 cash per share, which will be reduced by the cash amount of the ordinary dividend and any special dividend paid by ERM prior to the Implementation Date expected in November.
The ERM Board have unanimously recommended ERM shareholders vote in favour of the Scheme and ERM's founding and major shareholder Mr Trevor St Baker has said he intends to vote in favour of the Scheme, in the absence of a superior proposal to acquire all of the ERM shares and subject to the independent expert concluding the Scheme is in the best interests of ERM shareholders.
ERM has grown rapidly to become the second largest electricity retailer to commercial and industrial customers in Australia. The company is also an electricity generator, owning and operating two gas-fired generation plants.
Partner John Brewster commented:
"We are delighted to be assisting Shell with this acquisition, which will be a significant step forward in growing Shell’s integrated power business in Australia."
The Ashurst team was led by corporate partner John Brewster, with support from partners Lynda Tully, John Sartori, Nick Terry and Bruce Macdonald, counsel Eliza Blandford, associates Stephanie Mattei and Adam Ong and graduate John Saunders. Corporate projects advice was provided by partners Robert Jamieson, Paul Newman and Dan Brown, senior associates Dale Gill, Tristan Shepherd and Natalie Barris, and associates Danielle Davidson, Duncan Knowles and Ainsley Masek. Partner Madeleine de Garis and associate Bonnie Kwok advised on financing, while partner Alyssa Phillips, senior associate John McKellar and associate Anna Glen advised on competition aspects. Financial regulation advice was provided by partner Corey McHattan, and disputes advice by associate Rebecca Lew.
The Shell legal team was led by Peter Lorbeer.
