Freehills has announced it is advising the independent directors of Transfield Services Infrastructure Fund (TSI Fund) on the proposed acquisition by Ratchaburi Electricity Generating Holding PCL (RATCH) of the 56.2 per cent of TSI Fund securities that Transfield Services Limited (TSE) does not hold.
The scheme implementation agreement, which was signed on 2 May 2011, contemplates that the acquisition will take place via inter-conditional schemes of arrangement and an associated trust scheme.
RATCH, advised by Baker & McKenzie, 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.
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 proposed cash offer implies an enterprise value for TSI Fund of $813 million.
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.
Stone said of the deal: "We are 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 security holders. 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."