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Canada's Brookfield Asset Management Inc. has suffered a blow in its quest to take over Asciano Ltd after the Australian rail and port giant's board recommended shareholders accept a multi-billion dollar offer from a rival consortium led by Qube Holdings Ltd.
Last week, Qube and its consortium Global Infrastructure Partners, the Canada Pension Plan Investment Board and the China Investment Corporation increased their offer for Asciano by seven Australian cents (4.92 U.S. cents) to offer 7.04 Australian dollars (4.95 U.S. dollars) cash, plus one cube share for every Asciano share in the long running takeover battle. The proposal valued Asciano at 9.05 billion Australian dollars.
Asciano, which owns the Pacific National rail business and handles nearly half of all container traffic entering Australia through its Patrick ports business, gave Canadian infrastructure giant Brookfield to either beat or match Cube's offer by February 15. The giant did not submit a matching or superior proposal.
"As previously announced, the Asciano board has determined that the Cube Consortium Proposal is superior to the proposal from Brookfield Infrastructure announced on 9 Nov. 2015," the company said in a statement to the Australian Securities Exchange (ASX) on Tuesday.
"The Asciano board has considered the Cube Consortium Proposal and the Brookfield Offer and unanimously recommends the Cube Consortium Proposal to Asciano shareholders.
"The Brookfield bid will now be terminated," adding it had signed binding transaction documents with the Cube consortium including an implementation deed. Asciano will now pay Brookfield a break fee of 88 million Australian dollars.
Brookfield did not immediately return Xinhua's calls for comment.
Brookfield had previously asked Asciano to wait until after Australia's anti-trust regulator has analysed both bids before changing their recommendation to Qube, warning that if it does come back with a higher revised offer after the Australian giant has accepted a bid from Qube, Brookfield would reduce the value of its cash bid down to account for the break fee Asciano would then need to pay Qube.
The Australian Competition and Consumer Commission extended its final decision date on the takeover proposals to March 24 after raising concerns with both bids, while the nation's Foreign Investment Review Board (FIRB) is reviewing the Qube takeover against other infrastructure buyouts by foreign companies.
"Any financial commitment to the Qube consortium that could be triggered as a result of our transaction would simply erode the value of Asciano to the detriment of its current shareholders, and would necessitate a commensurate reduction in our proposed bid price," Brookfield's chief executive Sam Pollock said in a letter to Asciano, published last week.
The letter indicated the Canadian giant would offer a revised bid to 9.28 Australian dollars per share (6.52 U.S. dollars) from 9.10 Australian dollars (6.39 U.S. dollars), all cash.
It was always unlikely Brookfield would miss the Feb. 15 deadline as the giant brought in two additional members into its consortium, however was unable to up its bid with the new members under Australia's takeover laws until the matching rights period expired.
Brookfield currently owns more than 20 percent of Asciano after some investors had already taken up the initial offer.
