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NOTICIAS
DEALS
International law firm Freshfields Bruckhaus Deringer has advised the CPP Investment Board on its formal offer to acquire 100 per cent of Macquarie Communications Infrastructure Group (“MCG”). The deal sees the CPP Investment Board offering to purchase all of the stapled securities of MCG for A$2.50 (C$2.12) per stapled security (the “Offer”), reflecting an equity value for MCG of A$1.37 billion (C$1.16 billion). If the Offer is accepted, CPP Investment Board will acquire MCG’s manager, Macquarie Communications Infrastructure Management Limited (“MCIML”) by way of a separate inter-conditional offer, together with MCIML’s entire holding of 18.3 per cent of MCG stapled securities for A$2.50 per stapled security. To ensure a smooth transition of ownership, CPP Investment Board has agreed to a transitional services agreement and an ongoing advisory agreement with Macquarie. In total, the Offer and the related transaction represent a total equity investment by the CPP Investment Board of A$2.03 billion (C$1.73 billion), including an amount for the redemption of MCG’s corporate indebtedness and its outstanding exchangeable bonds, and implies a total enterprise value for MCG (including proportionately consolidated debt) of A$7.32 billion (C$6.21 billion). The Offer has been unanimously recommended by the independent directors of MCG. The Offer, which will be implemented by way of court‑approved schemes of arrangement, will be subject to the approval of MCG’s stapled security holders. MCG has three primary assets located in the United Kingdom and Australia: an approximately 48 per cent stake in Arqiva, the leading national broadcast transmission provider and communications infrastructure owner in the UK; an approximately 50 per cent stake in Airwave, the sole national provider of secure network access and communications solutions to the UK’s emergency and public safety businesses; and 100 per cent of Broadcast Australia, which is the leading broadcast transmission provider in Australia. Each of these businesses provides essential infrastructure services and have leading positions in their respective home markets. Approximately 90 per cent of MCG’s revenues are derived from regulated businesses or long‑term contracts with creditworthy counterparties. Commenting on the transaction, David Higgins said, ‘We are delighted once again* to have the opportunity to work with the CPP Investment Board on this complex cross border transaction. The transaction supports the CPP Investment Board’s strategic decision to acquire a diversified portfolio of high quality infrastructure assets.’ The Freshfields team advised on all aspects of the deal and was led by corporate partners David Higgins and Simon Weller with assistance from corporate senior associates Nigel Gleeson, Michael Hilton, Claire Maunder and Zoe Blakemore. Partner Rachel Brandenburger and senior associate Manish Das advised on competition and regulatory issues and partner Neil Falconer, counsel Matt Cox and associate Alice Rubira advised on the finance aspects of the transaction. Allens Arthur Robinson provided Australian advice to the CPP Investment Board.
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