November 05, 2009
Further to the announcement made by Transurban today, Canada Pension Plan Investment Board ("CPPIB") and Ontario Teachers' Pension Plan ("Teachers'") confirm that on 27 October 2009 they submitted an indicative proposal to acquire 100% of Transurban securities by way of a scheme of arrangement ("the Proposal").
CPPIB and Teachers' believe the Proposal provides Transurban security holders with compelling value for their investment. The Proposal would allow Transurban security holders to choose between a cash price of A$5.25 per security, an unlisted scrip rollover and top-up alternative or a combination of both.
The cash price of A$5.25 represents a premium of 20% to the Transurban security price at the close of trade on 4 November 2009 and a 25% premium to Transurban's Volume Weighted Average Price (VWAP) for the three months prior to that date.
CPPIB and Teachers' note Transurban's willingness to enter into constructive discussions on bona fide proposals and look forward to the opportunity to discuss the details of the Proposal with Transurban.
The Proposal is subject to the unanimous support of the Transurban Board, satisfactory completion of due diligence, final approval of CPPIB's and Teachers' respective investment committees and boards and execution of a Scheme Implementation Agreement. Any Scheme Implementation Agreement would be subject to customary conditions and a minimum aggregate take up of the unlisted scrip rollover and top-up alternative (currently contemplated to be 22% of all issued Transurban securities).
CPPIB and Teachers' have retained Goldman Sachs and J.P. Morgan as their financial advisers.
Director, Communications and Media Relations
Ontario Teachers' Pension Plan