Brookfield Asset Management Submits All-Cash Offer for 100% of Multiplex Group
biz.yahoo.com
Monday June 11, 9:52 am ET
Multiplex Directors Support Bid of A$5.05 Per Stapled Security
SYDNEY, AUSTRALIA, and TORONTO, ONTARIO--(MARKET WIRE)--Jun 11, 2007 -- Brookfield Asset Management Inc. (Toronto:BAM.TO)(NYSE:BAM)("Brookfield") announced today it had submitted an all-cash offer to acquire 100% of the Multiplex Group's ("Multiplex") stapled securities - comprising the shares of Multiplex Limited and the units of Multiplex Property Trust - at A$5.05 per stapled security. Additionally, securityholders will be entitled to receive the distribution for the six months ending 30 June 2007 of up to 10 cents per stapled security. The offer values Multiplex at approximately A$7.3 billion on an enterprise value basis.
Multiplex has entered into an implementation deed with Brookfield (available at web address provided at the end of the press release) in respect of the takeover. The Multiplex Directors support the Brookfield offer and have indicated that subject only to receiving an independent expert report that concludes that the offer is both fair and reasonable and there being no superior offer, they each will recommend securityholders accept the offer, and each of the directors will accept the offer for their own securities.
Under the terms of the offer, the minimum acceptance condition is 50.1% of the Multiplex Group securities. The transaction is subject to a number of other deal conditions set out in full in the implementation deed. The transaction carries a low degree of execution risk - notably the offer is not subject to ACCC (Australian Consumer and Competition Commission) or other anti-competitive approvals.
Mr Jeff Blidner, Managing Partner at Brookfield, said Brookfield has entered into arrangements (available at web address provided at the end of the press release) with Roberts Family Nominees Pty Ltd (RFN) with respect to its 25.6% holdings in Multiplex. Under the terms of the arrangements, RFN will receive the same price for its securities as is being offered to the other securityholders of Multiplex. Brookfield holds approximately 4.2% of the stapled securities of Multiplex either directly or through cash settled equity swaps.
"We are delighted that Multiplex Group's directors will recommend our offer subject to the qualifications noted above. We believe that this offer maximises value for all Multiplex securityholders in a structure which provides the certainty of an all-cash offer at a significant premium," Mr Blidner said.
"This proposal is the product of a considered and constructive dialogue with the Multiplex Board and the result, we believe, is a compelling offer which is in the best interests of all securityholders."
The offer price of A$5.05 cash per stapled security, including the June distribution entitlement, represents:
- A significant premium to the 1-month (30.6%), 3-month (32.1%) and 6-month (39.2%) volume weighted average price for Multiplex securities prior to the announcement of discussions between BAM and RFN on January 25, 2007; and
- A multiple of 20.7x the Group's net profit for 2006 (pre Wembley writedown)(1).
Mr Blidner said retention of the management expertise within Multiplex will be a priority for Brookfield.
"Brookfield views Multiplex as an integral part of its international growth strategy and intends to use Multiplex and its local management team to grow in the regions that Multiplex operates in. We believe the expertise within Multiplex's local management team, combined with the capital and management support of Brookfield, will provide a strong, long-term platform for growth." |
