• Creates a newly capitalised ASX-listed company with $14b market cap
• Increased exposure for shareholders to diversified assets
• Simplified and well-capitalised balance sheet

Soul Patts and Brickworks have executed a binding agreement to merge, creating a newly capitalised ASX-listed company 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. The merged business will have a simplified and well-capitalised balance sheet, with the cancellation of the cross-held shares and 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 share, representing a premium of 10.1% to the 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. The Proposed Merger is unanimously recommended by the Soul Patts Board of Directors and the Independent Directors of Brickworks, subject to an independent expert concluding that the merger is in the best interests of shareholders. The merger will be undertaken through two separate and inter-conditional schemes of arrangement, subject to various conditions including the required shareholder approvals.