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ASX-listed companies to merge
Two companies who are listed on the Australian Securities Exchange have been advised on a proposed merger.
Emma Musgrave
Firms: Ashurst (Global Construction Services); Herbert Smith Freehills (SRG Limited)
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Deal: Global Construction Services (GCS) and SRG Limited (SRG) have been advised on a proposed merger to create SRG Global Limited.
Value: Approximately $320 million
Area: M&A
Key players: The Ashurst legal team was led by partners Antonella Pacitti and Roger Davies.
Deal significance: The proposed merger is expected to be implemented in September 2018.
Both companies are listed on the ASX. In this transaction the parties have entered into a Scheme Implementation Deed to effect the proposed merger.
It will see GCS acquire 100 per cent of the issued capital of SRG by way of a members' scheme of arrangement in exchange for the issue of new shares in GCS, according to a statement from Ashurst.
The firm noted that the merger is subject to customary conditions precedent, including approval by the requisite majorities of SRG shareholders and the court.
“Under the Merger, SRG shareholders will receive 2.479 GCS shares for each SRG share they hold. Following implementation of the merger, existing GCS and SRG shareholders will own approximately 51 per cent and 49 per cent of the combined entity, respectively,” said the Ashurst statement.
“SRG's directors have unanimously recommended that SRG shareholders approve the scheme, in the absence of a superior proposal and subject to an independent expert concluding that the scheme is in the best interest of SRG shareholders.”
