お知らせ • Jul 31
Australia and New Zealand Banking Group Limited (ASX:ANZ) completed the acquisition of SBGH Ltd. from Suncorp Group Limited (ASX:SUN).
Australia and New Zealand Banking Group Limited (ASX:ANZ) signed a share sale and purchase agreement to acquire SBGH Ltd. from Suncorp Group Limited (ASX:SUN) for AUD 4.9 billion on July 18, 2022. The transaction will be financed from fully underwritten pro rata accelerated renounceable entitlement offer to raise AUD 3.5 billion of ANZ shares. As a part of the transaction, Suncorp Bank will continue to be led by Chief Executive Officer Clive van Horen who will report to ANZ’s Chief Executive Officer and join ANZ’s Executive Committee post completion. As of December 15, 2022, Jeff Smith Joined the board of ANZ. The transaction is subject to a minimum completion period of 12 months and to certain conditions like, regulatory approvals from the Federal Treasurer and the Australian Competition and Consumer Commission. As of December 12, 2022, Australian Competition & Consumer Commission commenced its formal consideration of proposed merger. As of April 4, 2023, the ACCC’s final decision is currently scheduled for June 12, 2023. As of June 6, 2023, ANZ has returned serve to the Australian Competition & Consumer Commission, arguing the regulator wrongly has assumed its takeover bid for Suncorp Bank will squeeze competition. Subject to required approvals, the transaction is expected to close by second half of calendar year 2023. The ACCC requested an extension of the review period from July 28, 2023 to August 4, 2023. ANZ has agreed to the request. This is in addition to the previously agreed extension from June 12, 2023 to July 28, 2023. As of August 25, 2023, ANZ today announced it has filed an application for Australian Competition Tribunal review of the decision by the ACCC not to grant authorisation for ANZ’s proposed acquisition of SBGH. In addition to authorization under Australia’s competition laws, the acquisition remains subject to additional conditions including approval from the Federal Treasurer and Queensland legislative amendments. Subject to receiving the required approvals, Suncorp expects the sale of Suncorp Bank to complete by the end of the calendar year 2023. As of August 4, 2023, ACCC denies authorization for ANZ to acquire Suncorp Bank. The transaction is expected to close in middle of 2024. As of October 20, 2023, Australian Competition Tribunal has granted the Australian Competition & Consumer Commission to intervene in a legal challenge in support of the ANZ-Suncorp merger. As of February 20, 2024, the transaction has been approved by Australian Competition Tribunal and remains subject to legislative amendments by the Queensland Parliament and approval by the Federal Treasurer. As of March 5, 2024, the Australian Competition & Consumer Commission said it would not seek a review of the decision to allow ANZ’s purchase, clearing another hurdle for the bank’s buyout of Suncorp Bank. As of June 14, 2024, Suncorp Group welcomes passing of the State Financial Institutions and Metway Merger Amendment Bill by the Queensland Parliament which facilitates acquisition. The acquisition remains subject to approval from the Federal Treasurer under the Financial Sector (Shareholdings) Act. As on June 28, 2024, ANZ welcomed the Federal Treasurer’s approval of the proposed acquisition of Suncorp Bank under the Financial Sector (Shareholdings) Act 1998 (FSSA). Completion of the acquisition remains subject to the commencement of the Queensland State Financial Institutions and Metway Merger Amendment Act, which upon proclamation will amend the Metway Merger Act to fulfil the remaining condition to facilitate the proposed acquisition. Once this occurs, completion of the acquisition is expected to occur at the end of July. The Suncorp Group Board remains committed to returning to shareholders the majority of net proceeds following completion of the sale. As of July 9, 2024, ANZ welcomed the proclamation of the Queensland State Financial Institutions and Metway Merger Amendment Act, which paves the way for the completion of acquisition on July 31, 2024. As of July 31, 2024, The Queensland government also passed legislation in June 2024 to amend the Metway Merger Act, which following proclamation has now taken effect.
Matthew FitzGerald, Tony Damian, Lucinda Grant, Caitlin Walker, Kristin Stammer, Ian Reid, Linda Evans, Charlotte Henry and Drew Pearson of Herbert Smith Freehills acted as legal advisors to Suncorp Group Limited. Peter Armitage, Justin Jones Elspeth Arnold and John Brewster from Ashurst Australia acted as a legal advisor to ANZ. Ernst & Young LLP acted as due diligence provider to Suncorp Group Limited. Joseph Muraca, Jack Hill, Caroline Tait, Stacey Stellatos, Sharee Darwinkel, James Atcheson, and Conor O’Sullivan of King & Wood Mallesons acted as legal advisor to ANZ on its AUD 3.5 billion equity capital raising.
Australia and New Zealand Banking Group Limited (ASX:ANZ) completed the acquisition of SBGH Ltd. from Suncorp Group Limited (ASX:SUN) on July 31, 2024. Suncorp Group continues to expect the net proceeds from the sale to be around AUD 4.1 billion.