Powering Australian Renewables (PowAR) entered into a Scheme Implementation Agreement to acquire Tilt Renewables Limited (NZSE:TLT) from Infratil Limited (NZSE:IFT), Mercury NZ Limited (NZSE:MCY) and others for NZD 2.9 billion on March 14, 2021. As of April 16, 2021, offer price is increased from NZD 7.80 per share to NZD 8.10 per share, consequently increasing the total consideration to NZD 3.1 billion. Mercury NZ Limited to acquire Tilt Renewables' New Zealand assets and, following that, Powering Australian Renewables to acquire outstanding shares in Tilt Renewables under a Scheme of Arrangement for NZD 7.80 per share in cash. PowAR has entered into a voting deed with Infratil. Under the terms of the deed, subject to customary conditions, Infratil has agreed to vote its entire 65.5% shareholding, representing 376,833,844 shares in Tilt Renewables in favour of the Scheme. Mercury with a 19.92% shareholding has agreed to vote its entire shareholding in favour of the Scheme. A break fee of 1% equal to NZD 29.6 million will be payable by Tilt Renewables in certain circumstances, and a reverse break fee of 1% will be payable by PowAR in certain circumstances. The Scheme Consideration implies multiple of 28x EV/EBITDA (FY22).

The Scheme is subject to customary conditions, some regulatory approvals (including Overseas Investment Office (NZ) and Foreign Investment Review Board (AU)), Tilt shareholder approval and ultimately High Court approval in New Zealand. Board of Tilt Renewables unanimously recommends its shareholders to vote in favour of the proposed Scheme. As of June 9, 2021, High Court approved the deal. As on July 1, 2021, New Zealand Overseas Investment Office (OIO) and the Australian Foreign Investment Review Board (FIRB) approved the acquisition. Tilt Renewables' shareholders will vote on the Scheme at a special meeting to be held on July 14, 2021. The transaction was approved by the shareholder of Tilt Renewables on July 14, 2021. As on July 14, 2021, the offer price was revised to NZD 8.035 due to payment of dividend of NAZ 0.065 per share. As on July 15, 2021, the shareholders have overwhelmingly voted in favour of the Scheme of Arrangement. As on July 23, 2021, High Court has made final orders approving the Scheme of Arrangement. Scheme is expected to take approximately five months for the Scheme to be implemented. As of April 16, 2021, scheme is expected to be implemented in August 2021. As on July 1, 2021, the acquisition is expected to complete on or about August 3, 2021. As of July 27, 2021, Tilt Renewables suspension is requested from ASX and NZX and the transaction is expected to be completed by July 30, 2021.

Lazard acted as financial adviser and Joe Windmeyer of Russell McVeagh and John Brewster, Lynda Tully, Cassandra Wee and Nik Lukic of Ashurst acted as legal advisers for Tilt Renewables. Andrew Harmos and Nathanael Starrenburg of Harmos Horton Lusk acted as legal advisers for PowAR. Roger Wallis of Chapman Tripp acted as legal adviser for Mercury. Goldman Sachs acted as financial adviser and Jason Peter Boyes and Phimppa Mary Harford of Buddle Findlay and Allens acted as legal advisers for Mercury. Citi acted as a financial advisor to Mercury NZ Limited. BofA Securities and Jarden acted as financial advisors to PowAR. Gilbert + Tobin acted as legal advisor to PowAR. Forsyth Barr acted as financial advisors to Mercury NZ. King & Wood Mallesons acted as legal advisor to Mercury NZ. Herbert Smith Freehills acted as legal advisor to Powering Australian in the transaction. Calibre Partners acted as financial advisor to Tilt Renewables Limited. Computershare Investor Services Limited acted as registrar to Tilt Renewables Limited in the deal.

Powering Australian Renewables completed the acquisition of Tilt Renewables Limited (NZSE:TLT) from Infratil Limited (NZSE:IFT), Mercury NZ Limited (NZSE:MCY) and others on August 3, 2021. Tilt Renewables will cease to be listed on NZX on August 3, 2021 and and ASX from August 4, 2021.