Convertible Notes - Questions concerning proposed merger
Stock | Washington H Soul Pattinson & Company Ltd (SOL.ASX) |
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Release Time | 4 Jun 2025, 9:12 a.m. |
Price Sensitive | Yes |
Soul Patts and Brickworks agree to $14b merger
- Creates a newly capitalised ASX-listed company with $14b market cap
- Increased exposure for shareholders to diversified assets and high-quality businesses
- 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 announced the execution of a binding Combination Deed for the implementation of a merger between the two companies. 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 newly capitalised ASX-listed company (TopCo) will have an expected market capitalisation of $14 billion, a broader shareholder base, increased liquidity, and significantly expanded free float. Soul Patts shareholders will gain increased exposure to Brickworks' high-quality assets in Building Products and Property, while Brickworks shareholders will gain increased exposure to Soul Patts' diverse portfolio of assets across multiple investment strategies. 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. 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 Proposed Merger is in the best interests of the shareholders of the relevant company.