Australia’s largest power retailer, Origin Energy (ORG.AX), has rejected a revised takeover bid by a consortium led by asset manager Brookfield and EIG Partners. The Company’s top investor, pension fund AustralianSuper, said it would vote against the latest takeover proposal aimed at acquiring its 17.5% stake. The deal is “unpalatable” for the target and its investors, the fund said in a statement. It also said it would review any implications of the government’s plan to speed up the rollout of green energy and remain open to strategic options that enhance shareholder value.
The original proposal valued the Company at A$10.6 billion ($7.13 billion), including debt, excluding the assumption of Origin’s pension liabilities. The latest bid equates to A$9.43 per share in cash and stock, a premium of 31% from the Friday close and a 17% discount to the stock’s previous close. The new Offer was made up of a mix of cash and shares, and some shareholders will have the option to stay invested in a separate energy markets business that Origin will retain.
A meeting of Origin shareholders to vote on the new proposal was delayed until Dec. 4, giving the Company more time to assess it. The board has yet to recommend the revised Offer, the Company said in a statement. But it warned that the alternative transaction would likely face regulatory hurdles and a possible adverse tax outcome for Origin shareholders.
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Unless the requisite number of votes are received in favor of the Merger, the Offer will terminate, and BTH will return to its status as a private corporation under the laws of the State of Louisiana. Upon termination, the assets of BTH will be returned to its owners.
BTH has obtained the opinion of its financial advisor (which will be promptly provided to Origin for information purposes only and solely on a non-reliance basis) that, as of the date of this Agreement, the per-share Merger Consideration is fair from a financial point of view to the holders of BTH Common Stock.
The BTH financial advisor’s opinion is based on the most recent publicly available financial information of BTH and is subject to the qualifications and assumptions set forth therein. BTH reserves the right to amend the terms of its financial advisory engagement in the future.
Brookfield is a global owner and operator of tangible assets, focused on compounding capital over the long term to deliver attractive total returns for its investors. Its portfolio includes energy infrastructure, transportation and development properties, and industrial and logistics facilities. Brookfield is headquartered in Toronto, Canada, with over 40,000 employees worldwide. The Company’s shares are listed on the New York and London stock exchanges. More information about the Company is available at www.brookfield.com.