The board of Infratil has confirmed it has turned down an offer by AustralianSuper to purchase 100 percent of the company's shares for almost $5.4 billion.
Infratil has a major stake in Wellington Airport as well as Vodafone and Trustpower. Photo: 123RF
The offer, equivalent to $7.43 for each Infratil share in cash and shares, was released publicly by the fund yesterday evening.
However it had already been put to Infratil, with the investment company confirming it received two offers from AustralianSuper, the most recent on 27 November being the one released publicly, but it was rejected.
The offer was a 22 percent premium on Infratil's closing share price.
"The Board reviewed valuation and the proposed structure and unanimously rejected both proposals as materially undervaluing [Infratil's] high quality and unique portfolio of assets on a control basis.
"The Board also notes material conditions related to Foreign Investment Review Board and Overseas Investment Office approvals in Australia and New Zealand and considers that there are
other aspects of the proposal that are unattractive to [Infratil] shareholders, including distributing Trustpower Limited shares without recognising a control premium and avoiding the need to make a takeover offer for that business," it said in an update to the market this morning.
The head of the NZX, Mark Peterson, would not be drawn on what Infratil's potential departure would mean for the Stock Exchange.
"Let's just see how that plays out, I think there is a lot of water to go under the bridge yet."
Trustpower chief executive David Prentice said it was made aware of the offer by AustralianSuper when it went public yesterday.
"There has been no approach by AustralianSuper to Trustpower. However, if the transaction is implemented as reported, Infratil's shares in Trustpower would be distributed pro rata to the Infratil shareholders. That would mean that no takeover offer or similar scheme of arrangement would directly apply to Trustpower.
"Trustpower notes that the terms of AustralianSuper's proposal, or Infratil's response, may change and that may cause different implications for Trustpower's shareholders."
Prentice said shareholders should keep abreast of future announcements from Infratil.
Infratil also confirmed an initial offer was received on 18 October for a cash consideration of $4.69 and a redistribution of Infratil's shares in Trustpower.
Infratil is the country's leading utilities investor with major stakes in telecommunications company Vodafone, power company Trustpower, Wellington Airport, and data centres and energy ventures in Australia and the United States.
Chief executive Marko Bogoievski added both offers were unsolicited.
"And materially undervalue our significant renewable energy and digital infrastructure platforms. We expect some of the additional value to be demonstrated in the near term with the recently announced strategic review of Tilt Renewables, which will continue, and ongoing appreciation of the value of CDC Data Centres."
Infratil said it would consider any proposal to maximise shareholder value but no further engagement with AustralianSuper was planned.
The offer by AustralianSuper was made public the day after Infratil announced it was considering divesting Tilt Renewables, due to a number of unsolicited, but quality offers.