SYDNEY: Washington H. Soul Pattinson and Company Limited and Brickworks Limited have announced a transformative merger, bringing together two of Australia’s most prominent investment and industrial groups in a deal valued at $14 billion.
The boards of both companies unanimously approved the merger, which will eliminate cross-shareholding complexities and create a newly capitalized ASX-listed entity, TopCo. The agreement is set to enhance liquidity, expand the free float, and unlock investment opportunities for shareholders.
Under the terms of the deal, Brickworks shareholders will receive an implied value of $30.28 per share, representing premiums of 10.1% to its latest closing price, 11.9% to its one-month volume-weighted average price (VWAP), and 21.9% to its three-month VWAP. The new structure will give Soul Patts shareholders broader access to Brickworks’ building products and property assets while Brickworks investors will gain exposure to Soul Patts’ diversified portfolio across private equity, credit opportunities, and listed equities.
The newly formed TopCo will be capitalized with fresh equity to settle significant portions of Brickworks’ debt and transaction-related liabilities, ensuring a stronger balance sheet.
Upon completion, Soul Patts CEO Todd Barlow will lead TopCo, with a board comprised of executives from both companies, including Robert Millner AO, Malcolm Bundey, and Josephine Sukkar AM. Brickworks’ building products division will operate under a subsidiary board, ensuring specialized oversight.
“We believe merging Soul Patts with Brickworks makes strategic and financial sense,” Barlow said in a statement. “This combination enhances scale, simplifies the corporate structure, and makes our business more investable.”
Brickworks CEO Mark Ellenor echoed this sentiment, highlighting that the merger comes at the right time following Brickworks’ expansion in industrial property and building materials.
The merger will be executed through interdependent schemes of arrangement, requiring shareholder and regulatory approvals. It is expected to close in the second half of 2025, subject to court rulings and tax confirmations.
Soul Patts has enlisted Pitt Capital Partners as financial adviser and Ashurst as legal counsel, while Brickworks is advised by Citigroup Global Markets Australia Pty Ltd and King & Wood Mallesons.