お知らせ • Dec 06
Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. (TSX:BAM.A) along with MidOcean Energy, LLC, GIC Private Limited and Temasek Holdings (Private) Limited cancelled the acquisition of Origin Energy Limited (ASX:ORG) from The Vanguard Group, Inc., Australian Super Pty Ltd and others.
Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. (TSX:BAM.A) along with MidOcean Energy, LLC, GIC Private Limited and Temasek Holdings (Private) Limited submitted a non-binding privatization proposal to acquire Origin Energy Limited (ASX:ORG) from The Vanguard Group, Inc., Australian Super Pty Ltd and others for AUD 16.4 billion on August 8, 2022. Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. (TSX:BAM.A) along with MidOcean Energy, LLC has entered into a Scheme Implementation Deed to acquire 100% stake in Origin Energy Limited (ASX:ORG) from The Vanguard Group, Inc., Australian Super Pty Ltd and others for AUD 16.4 billion on November 2, 2023. Consortium significantly increases cash consideration to best and final proposal of AUD 9.53 per share. Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. (TSX:BAM.A) along with MidOcean Energy, LLC has entered into a Scheme Implementation Deed to acquire 100% stake in Origin Energy Limited (ASX:ORG) from The Vanguard Group, Inc., Australian Super Pty Ltd and others for an enterprise value of AUD 18.7 billion on March 27, 2023. Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. along with MidOcean Energy, LLC submitted a non-binding privatization proposal to acquire Origin Energy Limited from The Vanguard Group, Inc., Australian Super Pty Ltd and others for AUD 15.5 billion on November 9, 2022. The Consortium’s Proposal is at a price of AUD 9.00 per share which values Origin at an enterprise value of AUD18.4 billion. Under the proposed transaction, Brookfield Renewable and its institutional partners would acquire Origin’s energy markets business and MidOcean would acquire Origin’s Integrated Gas division. The price payable under the Indicative Proposal would be reduced by the amount of any dividend paid by Origin prior to implementation of the proposed scheme of arrangement, however, if implementation occurs later than May 15, 2023, the offer price under the Indicative Proposal would then increase by AUD 0.03 per month. The Indicative Proposal follows an earlier indicative proposal from the Consortium to acquire Origin for AUD 7.95 cash per share on August 8, 2022 (equivalent to AUD 7.79 cash per Origin share following the announcement and payment of the H2 2022 dividend of AUD 0.165 cents per share). On September 18, 2022, the Consortium made a further proposal to acquire Origin at an indicative price of AUD 8.70 to AUD 8.90 per share. Origin has entered into a confidentiality and exclusivity agreement with the Consortium. Under the terms of the agreement, either party can terminate the exclusivity provisions after five weeks and four days with one week’s notice. As of March 27, 2023, the Consortium has submitted a revised conditional and non-binding proposal, the revised Proposal is at a price of AUD 8.912 cash per share.
Transaction is subject to completing due diligence and Consortium can conduct due diligence to enable it to put forward a binding proposal. Due diligence is expected to complete within eight weeks. Transaction is also conditional upon the Consortium will enter into a binding scheme implementation agreement on mutually agreed terms with Origin, approvals by the Australian Competition and Consumer Commission and Foreign Investment Review Board and Origin board and shareholder approvals. if the Consortium makes a binding offer at AUD 9.00 cash per share, then it is the current intention of the Origin Board to unanimously recommend that shareholders vote in favour of the proposal, in the absence of a superior proposal. On November 10, 2022, the Board notes that there is no certainty at this stage that the Indicative Proposal and engagement between Origin and the Consortium will progress to a binding proposal for consideration by shareholders. At this stage, shareholders do not need to take any action. Transaction expects intervention by Prime Minister Anthony Albanese in the domestic gas market, saying it understands the federal government is under huge pressure to deliver price relief for local users. Brookfield bid for Origin Energy may have to ringfence its transmission company AusNet Services - or in the worst case sell its stake - to win the approval of the competition watchdog if the deal gets the nod from the board and shareholders. The Board will continue to update shareholders. As of November 24, 2022, the transaction us under review of ACCC. As of December 21, 2022, Origin has agreed to extend the Consortium’s exclusivity to January 16, 2023, to enable it to finalize its due diligence with a view to signing binding transaction documents as soon as possible thereafter. As of January 17, 2023, Origin has agreed to extend the Consortium’s exclusivity to January 24, 2023. As of February 22, 2023, the due diligence has been completed. As of March 10, 2023, the binding deal is expected to be finalised in the next week. On April 14, 2023, Brookfield and EIG have started the formal process to seek approval from the competition watchdog to make a filing to the Australian Competition and Consumer Commission. The ACCC will provide feedback during the initial process and Brookfield and EIG will then have 10 business days to submit their formal application. A consortium comprising Brookfield Renewable Partners together with its institutional partners and global institutional investors GIC and Temasek, and MidOcean Energy (MidOcean), an LNG company formed and managed by EIG, has lodged its application for merger authorization with the Australian Competition and Consumer Commission in relation to its proposed acquisition of Origin Energy. The consortium expects the ACCC will advise its decision after 90 days following a process of seeking industry and other stakeholder feedback on the Proposed Transaction. The consortium's application sets out the consortium's view as to why the authorization application should be approved. As of September 21, 2023, EIG Partners has offered an undertaking to the competition regulator that it would not share sensitive information about LNG marketing. ACCC again delayed the date for its ruling on whether to allow the takeover by Brookfield and EIG. It secured approval from the bidders last Friday to defer the decision by two weeks until October 12, 2023. As on October 10, 2023, Australian Competition and Consumer Commission has conditionally approved the acquisition. The transaction remains subject to the satisfaction of outstanding conditions, including additional regulatory approvals by the Foreign Investment Review Board, National Offshore Petroleum Titles Administrator and certain other foreign investment approvals. As of October 13, 2023, the transaction has been approved by the Australian Competition and Consumer Commission. The supreme court has approved the distribution of scheme booklet and convening of scheme meeting. The scheme meeting will be held on November 23, 2023. The scheme is expected to be effective on November 28, 2023. As of November 21, 2023 The Origin Board continues to unanimously recommend that shareholders vote in favor of the Scheme.
Barrenjoey Advisory Pty Limited and Jarden Australia Pty Limited acted as financial advisor and Rebecca Maslen-Stannage, Mia Harrison-Kelf, Danielle Farrell, Linda Evans, Stephanie Panayi, Gila Segal, Elizabeth Charlesworth, Gabby Heron-Cartwright, Robert Merrick, Mary-Rose Bright, Kwok Tang of Herbert Smith Freehills acted as legal advisor to Origin Energy. JPMorgan acted as financial advisor to Brookfield Global and MidOcean Energy, LLC in transaction. White & Case LLP acted as legal advisor to MidOcean Energy. JPMorgan's the sixth investment bank involved in Origin Energy's deal. Citi, MUFG and UBS acted as financial advisor of Brookfield Global in transaction. Grant Samuel as the independent expert and pricewaterhousecoopers acted as tax advisor to origin.
Brookfield Global Transition Fund I managed by Brookfield Asset Management Inc. (TSX:BAM.A) along with MidOcean Energy, LLC, GIC Private Limited and Temasek Holdings (Private) Limited cancelled the acquisition of Origin Energy Limited (ASX:ORG) from The Vanguard Group, Inc., Australian Super Pty Ltd and others on December 4, 2023. While the scheme will not proceed, it was supported by many Origin shareholders. Importantly, this process has made clear the confidence all shareholders have in Origin’s business, assets and people, and its strategic positioning for the energy transition.
