Global law firm Ashurst advised Soul Patts on its proposed $14 billion merger with Brickworks through two separate and inter-conditional schemes of arrangement.
Soul Patts is a diversified investment house with investments across a range of industries and asset classes, including listed equities, private equity, credit and property. Brickworks is one of the world’s largest and most diverse building material manufacturers. The cross-shareholding between Soul Patts and Brickworks began in 1969 to diversify earnings and has been beneficial to both companies, accounting for consistent total shareholder returns. Soul Patts has a 43% shareholding in Brickworks and Brickworks has a 26% holding in Soul Patts.
Under the proposed merger, a newly established ASX-listed company (TopCo) will acquire all of the shares in Soul Patts and Brickworks, in consideration for TopCo Shares issued to holders of Soul Patts and Brickworks Shares in the following proportions.
- 1 TopCo share for every one Soul Patts share held as at the record date; and
- 0.82 TopCo shares for every 1 Brickworks share held as at the record date.
TopCo will have an expected market capitalisation of $14 billion, broader shareholder base, increased liquidity and significantly expanded free float.
At scheme completion, TopCo will be capitalised by the issuance of at least 34 million new TopCo shares. Today TopCo has received commitments for $550m of TopCo shares at nil discount to SOL’s last close of $36.93, fully underwritten by Aitken Mount Capital Partners as sole lead manager, conditional only on Scheme Implementation.
An Ashurst spokesperson said:
“The Ashurst team is delighted to be advising Soul Patts on this landmark transaction, which will create a significant new entity on the ASX and deliver substantial value to shareholders of both Soul Patts and Brickworks. The proposed merger is a testament to the strength and vision of both companies, and we are proud to support Soul Patts in this transformative step.”
The Ashurst team was led by partner Bruce Macdonald, who was assisted by: partners Greg Golding, Andrew Kim, Con Tzerefos, and Patricia Paton and senior associate Bonnie Paton (Corporate Transactions).
