Merger of Soul Patts and Brickworks to create $14b ASX-listed company
Key points
- New ASX-listed company 'TopCo' to acquire Soul Patts and Brickworks
- Removal of cross-shareholding to simplify corporate structure and expand free float
- Strong balance sheet to fund growth and new investment opportunities
Full summary
The proposed merger will see a new ASX-listed company, 'TopCo', acquire both Soul Patts and Brickworks through inter-conditional Schemes of Arrangement. Prior to implementation, TopCo will be capitalised with new equity to cover outstanding Brickworks debt, other liabilities, and transaction costs. The merger will remove the existing cross-shareholding between Soul Patts and Brickworks, simplifying the corporate structure, supporting additional shareholder liquidity, and significantly expanding the free float. The combined group will have a pro forma market capitalisation of $14.0b and a free float of $12.6b. The TopCo Board will comprise eight members, led by CEO Todd Barlow. Key conditions include shareholder approvals, independent expert conclusions, and customary transaction approvals. The merger is unanimously recommended by the Boards of both companies, subject to no superior proposals emerging. Soul Patts shareholders will receive one TopCo share for every Soul Patts share held, while Brickworks shareholders will receive 0.82 TopCo shares for every Brickworks share, representing a premium to Brickworks' recent trading prices and net asset value.
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