Shareholders in both Washington H. Soul Pattinson and Co. Limited (ASX: SOL) and Brickworks Limited (ASX: BKW) voted to merge the two companies today, ending a cross-shareholding structure which has been in place for 56 years.
The new company, initially to be known as Topco, will be renamed Washington H. Soul Pattinson and Company, or Soul Patts for short, and will be further capitalised with $1.4 billion in new equity raised through the issue of 34 million new Topco shares.
Soul Patts has long been one of the favourite companies on the ASX for dividend investors, having increased its dividend every year since 2000.
The company's lead independent director David Baxby said at the scheme meeting on Wednesday the company would have a strong balance sheet from day one, and the operating strategy, "including its management, governance and investment philosophy – will remain consistent with Soul Patts''.
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Who owns what in the new Soul Patts?
Soul Patts shareholders will receive one share in Topco for each SOL share they hold, with the approximate ownership of the company post-merger to be 72% owned by Soul Patts shareholders, 19% Brickworks shareholders, and 9% new shares in Topco.
The merger was unanimously supported by the Soul Patts board, with Mr Baxby saying it would boost the net asset value of the firm as well as net cash flow from investments on a per-share basis.
It would also increase the exposure to private markets and property for Soul Patts shareholders through Brickworks' building products division, while the latter's industrial property assets would further diversify the portfolio.
Mr Baxby said the merger would give more financial flexibility to the company, which would mean more opportunities to invest.
We are poised to take advantage of the current market cycle, with property assets supported by tailwinds such as e-commerce growth and the undersupply of housing both here and in North America. On balance, your board firmly believes the combination is a compelling opportunity for shareholders to be part of a larger ASX-listed company, with greater clarity and operational scale.
An independent expert's report, which assessed the merits of the proposal, concluded that it was in the best interests of Soul Patts shareholders.
Details of the shareholder vote will be released to the ASX late on Wednesday. Topco shares will trade on the ASX starting on September 24, following the scheme being approved by the Federal Court on Friday, September 12.
