UPC Renewables Australia Pty Ltd and AC Renewables International Pte Ltd completed the acquisition of an additional 1% stake in Infigen Energy Limited from The Children's Investment Master Fund managed by TCI Fund Management Limited, Vinva Investment Management, Ciff Capital UK LLP, Mitsubishi UFJ Financial Group, Inc. and others for AUD8.3 million.
ACRI Ltd has cash, short-term deposits, equivalent liquid assets and available credit lines in excess of the Maximum Offer Amount. It is expected that the majority of the replacement board members will be drawn from the Board of Directors of UPC Renewables and ACRI and the executive management teams of UPCAC Renewables, UPC and ACRI and retain some members of the senior management team and seek to supplement it with a combination of external appointments and the transfer of executive management from UPCAC Renewables.
Infigen security holders are advised to take no action in respect of the transaction until the Infigen Board makes a formal recommendation. This deal is subject to Foreign Investment Review Board (FIRB) approval, approval by Infigen security holders, certain conditions relating to potential change of control provisions in Infigen's debt financing agreements, waiver of change in control provisions, no material acquisition disposal and capital expenditure or changes in conduct of business and no material adverse change and prescribed occurrence. The Offer will not be subject to a minimum acceptance condition. As of June 29, 2020, UAC has removed its bid conditions. This Bidder's Statement has been approved by a resolution passed by the directors of UAC. If UAC acquires a relevant interest in 90% or more of the Stapled Securities, and so becomes entitled to proceed to compulsory acquisition of outstanding Stapled Securities. Iberdrola Renewables Australia Pty Ltd made a competing bid to acquire Infigen Energy Limited for AUD 835 million (i.e. AUD 0.86 per share) on June 17, 2020. Iberdrola Renewables Australia Pty Ltd increased the offer per share to 89 cents per Infigen Stapled Security. The Board of Directors of Infigen Energy Limited unanimously recommends that investors should reject the bid from UPC Renewables Australia Pty Ltd and AC Renewables International Pte. Ltd. The Board recommended the shareholders to accept the new offer of Iberdrola Renewables Australia Pty Ltd. as this offer is not subject to due diligence and disclosure conditions. As of June 19, 2020 Foreign Investment Review Board (FIRB) approved the acquisition. As of June 29, 2020, the offer became unconditional. The Improved UAC Offer is not subject to FIRB approval or any other conditions. The Board advises that, at this stage, Infigen Security Holders should take no action. The offer commenced on June 23, 2020 and will close on July 24, 2020.
Goldman Sachs Australia Pty Ltd and Lazard Pty Limited acted as financial advisors, Gilbert and Tobin acted as legal advisor and Link Market Services Limited acted as registrar to Infigen Energy. Credit Suisse (Australia) Limited acted as financial advisor, Andrew Rich, Nick Baker and Joshua Santilli of Herbert Smith Freehills acted as legal advisors and Computershare Investor Services Pty Limited acted as registrar to UPC Renewables Group and ACRI.
UPC Renewables Australia Pty Ltd and AC Renewables International Pte Ltd completed the acquisition of an additional 1% stake in Infigen Energy Limited (ASX:IFN) from The Children's Investment Master Fund managed by TCI Fund Management Limited, Vinva Investment Management, Ciff Capital UK LLP, Mitsubishi UFJ Financial Group, Inc. (TSE:8306) and others for AUD8.3 million on July 24, 2020. Post completion UPC Renewables Australia Pty Ltd and AC Renewables International Pte Ltd will hold 20% stake in Infigen Energy Limited via tender offer and other on market purchases. Infigen's Board unanimously recommends that Infigen Security Holders to reject this offer. On July 17, 2020, UAC announces that it will not make any further variations to the terms of its Offer, including to its Offer Price or Offer Period. Unless UAC exercises the UAC Discretion, its Offer Price will remain at AUD 0.86 and its Offer will close at July 24, 2020.