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Hamilton Locke Advising on WHSP-Milton $10 Billion Merger

Hamilton Locke is advising ASX listed Milton Corporation Limited (ASX: MLT) on its proposed merger with diversified investment house Washington H. Soul Pattinson and Company Limited (ASX: SOL) (WHSP), by way of scheme of arrangement.

Milton is a listed investment company that was incorporated in 1938 and listed in 1958. Milton invests for the long-term in well-managed companies with a history of profits and expectations of dividend growth.

WHSP is a leading Australian investment house with a diversified portfolio of uncorrelated investments across listed equities, private equity, property and structured credit. It is the second oldest publicly listed company on the ASX.

The merger is expected to create a unique investment house with a market capitalisation of approximately $10 billion. It will bring together two complementary teams with similar long-term focused investment philosophies, managing a diversified and balanced portfolio of domestic and international listed securities and private market opportunities.

Milton and WHSP both announced their entry into the Scheme Implementation Agreement that now binds the parties to work together to implement the transaction – a members’ scheme of arrangement to acquire all shares in Milton not already owned by WHSP.

The consideration offered to Milton’s shareholders implies a value of $6.00 per Milton share based on a $4.05 billion equity value. Milton’s shareholders will receive scrip in the form of newly issued shares in WHSP. They are also expected to receive a fully franked special and ordinary Milton dividend and ordinary WHSP dividend, subject to availability of sufficient franking credits and applicable requirements under the Corporations Act 2001 (Cth) for payment of the dividends.

Commenting on the deal, Brent Delaney said: “We are delighted to be advising Milton on its merger with WHSP and have enjoyed collaborating with the Milton team and Greenhill. Milton and WHSP are two of Australia’s oldest publicly listed companies, each with a long standing and prestigious history. We are excited to see what the future holds for their combined group and are looking forward to collaborating with all relevant parties to get the deal implemented. Acting on this transaction is a clear sign of the growing strength of Hamilton Locke’s public markets practice.”

Hamilton Locke’s team is led by Partners Hal Lloyd and Brent Delaney who are closely supported by Special Counsel Sandra Taran and Lawyer Stephen Vrettos. Milton’s financial adviser for the deal is Greenhill & Co.