IFM Investors, QSuper and Global Infrastructure Partners (the Consortium) made an unsolicited, indicative, conditional and non-binding proposal to acquire Sydney Airport Limited (ASX:SYD) from UniSuper Limited and others for AUD 22.3 billion on July 2, 2021. As reported, the Consortium offered to acquire 100% of the stapled securities in Sydney Airport at an indicative price of AUD 8.25 cash per stapled security. The indicative proposal is contingent on certain conditions including UniSuper Ltd which holds approximately 15% of Sydney Airport's total securities, agreeing that it would reinvest its equity interest in Sydney Airport for an equivalent equity interest in the Consortium's holding vehicle rather than receive a cash consideration, provision by Sydney Airport of due diligence, and, if provided, satisfactory completion of that due diligence by the Consortium; approval from each of the investment committees of the Consortium members; a unanimous recommendation by the Sydney Airport Boards that Securityholders vote in favour of the schemes of arrangement in the absence of a superior proposal, subject to an independent expert concluding that the Indicative Proposal is in the best interests of Securityholders; entry into a mutually acceptable scheme implementation deed between Sydney Airport and a company owned by the Consortium members. Any scheme implementation deed would also be subject to a number of conditions, including Sydney Airport Securityholder approval, and court and regulatory approvals, including Foreign Investment Review Board (FIRB) and Australian Competition & Consumer Commission (ACCC). Sydney Airport's board told shareholders to take no action, hinting the offer was too low. UBS Advisory and Capital Markets Australia Pty Limited and Barrenjoey Capital Partners acted as financial advisors Sydney Airport Limited. Goldman Sachs Australia Pty Ltd and Macquarie Group Services Australia Pty Limited acted as financial advisors to IFM Investors Pty Ltd. Tony Damian, Andrew Rich, Cameron Sivwright, Raul Vellani and Benedict Cheung of HSF acted as legal advisor to a consortium of infrastructure investors.
IFM Investors, QSuper and Global Infrastructure Partners (the Consortium) cancelled the acquisition of Sydney Airport Limited (ASX:SYD) from UniSuper Limited and others on July 15, 2021. The Boards have unanimously concluded that the Indicative Proposal undervalues Sydney Airport and is not in the best interests of Securityholders. On August 16, 2021, IFM Investors, QSuper and Global Infrastructure Partners (the Consortium) revised its offer to AUD 8.45 per share. The Board of Directors of Sydney Airport Limited has rejected the revised offer as well.