Tilt Renewables Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Powering Australian Renewables, Mercury NZ Limited
Independent Adviser(s): Calibre Partners
Date of meeting: 14/07/2021
In late 2020, Infratil Limited (Infratil) announced that it had initiated a strategic review of its 65.5% shareholding in Tilt Renewables Limited (Tilt). Following that, Tilt undertook a competitive process seeking proposals to acquire the company.
On 14 March 2021, Tilt entered into a scheme implementation agreement (SIA) with Powering Australian Renewables (PowAR) and Mercury NZ Limited (Mercury) to effect the acquisition of 100% of Tilt’s shares at $7.80 per share. Under the scheme of arrangement to be effected under the SIA (the Scheme), PowAR would acquire all of the shares in Tilt, and Mercury would acquire Tilt’s New Zealand assets.
After the SIA was executed, Tilt received a competing proposal from a third party who had been an under-bidder in the auction process. Ultimately, this led to Tilt, PowAR and Mercury agreeing to changes to the SIA. The changes to the SIA included:
- the consideration increasing from $7.80 to $8.10 per share; and
- the removal of provisions from the SIA that had allowed Tilt to evaluate and progress competing proposals.
On 14 July 2021, Tilt shareholders voted in favour of the Scheme. The High Court granted final orders approving the scheme on 23 July 2021. The Scheme was implemented, and Tilt was delisted, on 3 August 2021.
Calibre Partners prepared the independent adviser’s report on the merits of the transaction.