LAW firm Freehills is advising the independent director of Transfield Services Infrastructure Fund on the proposed acquisition by Thailands biggest power company for a controlling stake in the company.
Under the deal, the acquisition by Ratchaburi Electricity Generating Holding PCL (RATCH) of the 56.2 per cent of the fund not owned by Transfield Services will be acquired at 85 cents a security, valuing the entire fund at $373 million. It also carried $440m of debt. The proposed cash offer implies an enterprise value for TSI Fund of $813 million.
The scheme implementation agreement, which signed on Monday, contemplates that the acquisition will take place via inter-conditional schemes of arrangement and an associated trust scheme.
RATCH and TSE have entered into a transaction framework agreement under which they have agreed to a number of transactions which are conditional on the implementation of the Schemes, including RATCH acquiring a further 23.8 per cent in TSI Fund from TSE, the law firm said.
TSI Fund is a tripled stapled ASX-listed entity which owns a portfolio of interests in essential infrastructure assets.
RATCH is Thailand’s leading power producer, listed on the Stock Exchange of Thailand.
The fund holds three Australian wind farms, thermal energy assets and a 50 per cent interest in two water filtration plants.
Freehills partner Philippa Stone said the firm is delighted to have assisted TSI Fund in securing what the independent directors, after having evaluated a range of alternatives, consider to be the best overall outcome for its securityholders.
"It has been a pleasure to continue our longstanding relationship with TSI Fund, having initially acted on its IPO and more recently on its capital structure review in 2010.’
The Freehills team is led by Philippa Stone and includes partner Tony Sparks, senior associate Robert Feiner and lawyers Ivan Yu, Ashley Rose and Calvin Kwok.