Gilbert + Tobin is acting for Mirvac in its plan to acquire the James Fielding Group (JFG) announced earlier this month.
Mirvac is offering JFG security holders 0.73 Mirvac securities for every JFG security, valuing JFG at $3.33 per security based on Mirvac’s 11 October closing price of $4.56, and an implied yield value of $478 million.
Mirvac and James Fielding Group are both diversified property groups.
Mirvac said the deal would increase its market capitalisation to approximately $3.8 billion, which would make it the fourth largest listed property group in the S&P/ASX 200 LPT index with assets of $15 billion under its control. The merged entity will have total assets of $4.9 billion.
The acquisition will be carried out through a Supreme Court-approved scheme of arrangement and trust merger to be voted on by the security holders.
The lead partner in the deal is Garry Besson, in Gilbert + Tobin’s mergers and acquisitions group.
When the deal was announced on 12 October, Mirvac chairman Adrian Lane said in an ASX announcement, “the JFG acquisition will allow Mirvac to participate in new alliances and gives it access to JFG’s $1.5 billion investment development pipeline, to take the value of Mirvac’s investment development pipeline to $2.3 billion”.
Mirvac managing director Bob Hamilton said the company’s investment property portfolio would be complemented by JFG’s $565 million in assets.
JFG’s managing director Greg Paramor said the merged business would provide “JFG security holders with access to a significantly larger balance sheet, more attractive funding options and a broader operating platform which will maximise JFG’s ability to capitalise on its existing projects”.
Mirvac said the first court hearing would be held early next month, while an explanatory memorandum on the deal will be available by mid-November. A second court hearing and a security holders’ meeting to vote on the deal will both be held in late December.
Subject to approval, the integration of the two groups is expected to go ahead early next year.
JFG’s Paramor will become managing director of Mirvac and Hamilton will continue as an executive director and will be responsible for Mirvac’s development business.