Hamilton Locke has advised Milton Corporation Limited (ASX:MLT) (Milton) on its successful $11 billion merger with diversified investment house Washington H. Soul Pattinson and Company Limited (ASX: SOL) (WHSP), by way of scheme of arrangement.
The scheme of arrangement was implemented yesterday following approval by Milton’s shareholders on 13 September 2021 and the Federal Court of Australia on 20 September 2021. Accordingly, WHSP now owns 100% of the issued shares in Milton. Milton’s shareholders have received new shares in WHSP in exchange for their shares in Milton.
In addition, Milton’s shareholders have benefited from access to a fully franked Milton final dividend and special dividend. As shareholders of WHSP, they also have the opportunity to access WHSP’s final dividend which is expected to be paid in December 2021.
The merger has brought together two successful investment companies with similar long-term value-focused investment philosophies, to create a leading diversified investment house. The merged group has significant market capitalization and access to a range of asset classes including private equity, international equities, credit opportunities, real assets and ASX listed investments and trusts. It is expected to continue its focus on delivering long-term market outperformance, capital preservation and dividend generation.
Commenting on the collaboration with Hamilton Locke, Milton’s Managing Director and Chief Executive Officer, Brendan O’Dea, said: “The Hamilton Locke team provided detailed and commercial advice throughout Milton’s large and high profile merger with WHSP, a merger that added significant value to Milton’s shareholders, and were central to the smooth and successful execution of the complex scheme of arrangement.”.
Commenting on the transaction, Hamilton Locke Partner, Brent Delaney said: “We are delighted to have advised Milton on its merger with WHSP. We enjoyed collaborating with the Milton team and Greenhill to bring together two of Australia’s oldest publicly listed companies, each with a long standing and prestigious history. We look forward to what the future holds for the combined group.”
The team at Hamilton Locke was led by Partners Hal Lloyd and Brent Delaney who were closely supported by Partner Brit Ibanez, Special Counsel Sandra Taran, Senior Associate Emily Pendlebury and Lawyer Stephen Vrettos. Milton’s financial adviser for the deal was Greenhill & Co.
