Allens acting for CPPIB in $2 billion acquisition of stapled securities
8 May 2009
Allens Arthur Robinson (Allens) is acting for Canada Pension Plan Investment Board (CPPIB) on its proposal to acquire stapled securities in Macquarie Communications Infrastructure Group (MCG).
The formal proposal from CPPIB is to acquire 100 per cent of MCG, at A$2.50 per stapled security, reflecting an equity value for MCG of A$1.37 billion. The transaction has the unanimous support of the MCG independent directors, as detailed in a scheme booklet released to the market on 4 May 2009.
In addition, the Deloitte independent expert's report released with the scheme booklet has found the transaction to be fair and reasonable and therefore in the best interests of security holders.
If accepted by security holders, the acquisition will be implemented via schemes of arrangement and a trust scheme. CPPIB also proposes (as part of an inter-conditional transaction) to acquire MCG's manager, Macquarie Communications Infrastructure Management Limited, including its holding of approximately 18.3 per cent of MCG securities at A$2.50 per security.
CPPIB has calculated that its total equity investment across the proposal and all related transactions will be in the order of A$2.03 billion.
With advisers for both parties working across the globe, Partners Wendy Rae and Jon Webster are leading the large Allens team.
Covering a wide range of expertise, Allens is providing strategic, structuring and planning advice, due diligence support, is responsible for negotiating and drafting transaction documentation, and is also acting for CPPIB in relation to the schemes of arrangement.
According to Ms Rae: 'We are delighted to help CPPIB on this strategic offer and provide them with such a comprehensive service.
'Our team is enjoying working efficiently with other advisers and client representatives from a number of jurisdictions and timezones, including the UK, Canada, USA and Australia.
'We are able to provide 24-hour coverage for our client with team members in Australia and North America,' added Ms Rae.
One of Canada's largest institutional investors, CPPIB is an independent professional investment management organisation that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. As at 31 December 2008, the Canada Pension Plan Fund totalled C$108.9 billion.
| Allens legal team |
Corporate/MAC - Wendy Rae (Partner – Melbourne),
Craig Henderson (Partner – Melbourne), Jon Webster (Partner –
Melbourne), Gaurav Patel (Senior Overseas Practitioner – Melbourne),
Paul Bernath (Senior Associate – USA), Emma Stacey (Lawyer – Melbourne),
Jessica Choong (Lawyer – Melbourne), Magnus Mason (Lawyer – Melbourne),
Louise Barnett (Lawyer – Melbourne) Funds Management - Derek Heath (Consultant – Sydney), Penny Nikoloudis (Senior Associate – Sydney), Georgina Perry (Senior Associate – Sydney), Guilaine Buckley (Lawyer – Sydney) Communications regulatory issues/due diligence - Ian McGill (Partner – Sydney), Lisa Hill (Special Counsel – Sydney) IT/Licensing/Services issues - John Dieckmann (Special Counsel – Melbourne) Tax/due diligence - Tony Sheehan (Partner – Sydney) |
Ends
For further information, please contact:
- Jane FoleyCorporate Communications Coordinator,
Melbourne
Ph: +61 3 9613 8503
Jane.Foley@aar.com.au
Notes for editors.
Allens Arthur Robinson has staff in 14 cities and eight countries across the Asia Pacific.
