Soul Patts & Brickworks agree to transformative $14b merger
| Stock | Washington H Soul Pattinson & Company Ltd (SOL.ASX) |
|---|---|
| Release Time | 2 Jun 2025, 8:47 a.m. |
| Price Sensitive | Yes |
Soul Patts & Brickworks agree to transformative $14b merger
- Creates a newly capitalised ASX-listed company with $14b market cap
- Increased exposure for shareholders to diversified portfolio of assets
- Simplified and well-capitalised balance sheet with cross-shareholding cancellation
Washington H. Soul Pattinson and Company Limited (ASX:SOL or Soul Patts) and Brickworks Limited (ASX:BKW or Brickworks) have executed a binding Combination Deed for the implementation of a merger to create a newly capitalised ASX-listed company (TopCo) with an expected market capitalisation of $14 billion. The Proposed Merger is expected to deliver value creation and growth opportunities for both sets of shareholders through significantly increased scale and a simplified company structure by removing the cross-shareholding. TopCo will be capitalised with new equity to be used to cover a significant portion of outstanding Brickworks debt, other liabilities, and transaction costs. Brickworks shareholders will receive an implied value of $30.28 per BKW share, representing a premium of 10.1% to the BKW closing share price, 11.9% premium to 1-month VWAP, 21.9% premium to 3-month VWAP and 16.6% premium to post-tax Net Asset Value (NAV). The Proposed Merger will be undertaken through two separate and inter-conditional schemes of arrangement, subject to various conditions including the required shareholder approvals.
The merged business will have a simplified and well-capitalised balance sheet with the cancellation of the cross-held shares. TopCo will be capitalised with new equity to be used to cover a significant portion of outstanding Brickworks debt, other liabilities (including the Soul Patts convertible bond), and transaction costs (including stamp duty).
The Proposed Merger is expected to deliver value creation and growth opportunities for both sets of shareholders through significantly increased scale and a simplified company structure by removing the cross-shareholding. The merged business will have a simplified and well-capitalised balance sheet, and TopCo will be capitalised with new equity to be used to cover a significant portion of outstanding Brickworks debt, other liabilities, and transaction costs.