Herbert Smith Freehills is pleased to be advising a consortium led by international infrastructure investment group Brookfield Infrastructure Partners on the proposed acquisition of Asciano Limited (Asciano) by way of scheme of arrangement, and on the associated listing of Brookfield Infrastructure Partners L.P. (Brookfield) on ASX as an exempt foreign listing.

Asciano is one of Australia’s largest logistics firms, incorporating Patrick Stevedoring, Pacific National and National Rail, as well as a number of other transport and supply-chain operations.

Brookfield has agreed with Asciano to propose a scheme of arrangement under which a vehicle owned by Brookfield Infrastructure Partners, other Brookfield sponsored and managed private funds, and two institutional partners will acquire all the shares in Asciano and Asciano shareholders will receive an implied value of A$9.15 per Asciano share. Consideration for the acquisition will be paid via a mix of cash and Brookfield scrip.

Brookfield Infrastructure Partners is currently listed on the New York Stock Exchange (NYSE: BIP) and the Toronto Stock Exchange (TSX: BIP.UN). Brookfield will be listed on ASX as a condition to successful completion of the transaction.

The transaction, if successful, will be one of Australia’s largest takeovers ever and the second-largest deal in Australia this year (next only to BHP Billiton’s demerger of South32, on which Herbert Smith Freehills also advised).

The Herbert Smith Freehills team is being led by partner Philippa Stone, special counsel Rob Finlay, senior associates Nick Baker and Glynn Cooper and solicitors Liam Hickey and Ben Robinson (corporate) and assisted by partners Jay Leary (port and rail), Liza Carver (competition),  Erin Wakelin (finance) and Jinny Chaimungkalanont (stamp duty).

Philippa Stone said, ‘we are delighted to be assisting Brookfield on this innovative cross-border transaction.’

Asciano is being advised by King & Wood Mallesons.

Herbert Smith Freehills’ mergers & acquisitions team has also recently acted for:

    * Toll Group on its A$8 billion acquisition by Japan Post;
    * BHP Billiton on its A$14 billion demerger of South32;
    * UGL Limited on its A$1.215 billion sale of DTZ;
    * Woodside on Shell’s A$3.23 billion underwritten sell-down; and
    * AGL Energy on its A$1.505 billion acquisition of Macquarie Generation.