Brookfield Infrastructure Group (Australia), Sunsuper Superannuation Fund, a fund of Sunsuper, Alberta Investment Management, Investment Management Corporation of Ontario, Healthcare of Ontario Pension Plan, Brookfield Super-Core Infrastructure Partners L.P., a fund of Brookfield Asset Management Inc. (TSX:BAM.A), Public Sector Pension Investment Board and Brookfield Infrastructure Partners L.P. (NYSE:BIP) made an unsolicited, indicative, non-binding and conditional proposal to acquire AusNet Services Ltd (ASX:AST) from Singapore Power International Pte Ltd., State Grid International Australia Development Company Limited, SP eResources Pte Ltd. and other shareholders for AUD 9 billion on August 30, 2021. The transaction will be carried out by way of scheme of arrangement. The proposal was made on behalf of an open-ended infrastructure fund managed by Brookfield. Brookfield Infrastructure will acquire the shares at AUD 2.35 per share in cash. On September 13, 2021, the bid price was increased to AUD 2.45 per share in cash and Brookfield Infrastructure Group (Australia) Pty Ltd will acquire AusNet Services Ltd for AUD 9.4 billion. The transaction shall be funded through a combination of debt and equity. The equity is available pursuant to a legally binding Equity Commitment Letter from Brookfield and Brookfield Super-Core Infrastructure Partners and the debt is available pursuant to a syndicated facility agreement. The buyers will maintain the existing head office of Ausnet.

As of September 19, 2021, the offer price was increased to AUD 2.5 per share and Brookfield Infrastructure will acquire AusNet Services Ltd for AUD 9.6 billion. The price will be reduced to the extent that AusNet pays or declares a dividend to its shareholders prior to the implementation of the proposed transaction. As of September 1, 2021, competing bid was announced by APA Group to acquire AusNet Services Ltd. APA Group will acquire all of the issued shares of AusNet for a combination of cash and 0.0853 APA stapled securities, which was equivalent to AUD 2.32 per share. As of September 21, 2021, APA Group increased the bid price to combination of cash and 0.0878 APA stapled securities per share.

Following the implementation of the deed, the buyers intend to reconstitute Board of Ausnet. The proposal is subject to court approval, due diligence, FIRB approval, Independent Expert issuing an Independent Expert's Report which concludes that the Scheme is in the best interest of AusNet Shareholders, No AusNet Material Adverse Change, unanimous support and recommendation by the Board of AusNet, approval of shareholders of AusNet Services Ltd, and execution of a scheme implementation deed. The scheme will be effective and implemented only if it is approved by more than 50% of eligible AusNet Shareholders present and voting at the Scheme Meeting (whether in person or by proxy, attorney or corporate representative) (unless the Court orders otherwise) and at least 75% of the total number of votes cast on the scheme resolution by eligible AusNet Shareholders. AusNet Services Ltd decided to provide Brookfield with the opportunity to conduct due diligence on an exclusive basis to enable it to put forward a binding offer. AusNet and Brookfield have entered into a confidentiality deed which provides for Brookfield to conduct due diligence and for the parties to negotiate a scheme implementation deed on an exclusive basis. Either party may terminate the exclusivity arrangements by giving the other 7 days' written notice. AusNet Services Ltd rejected the two initial bids of AUD 2.35 and AUD 2.45 per share. The Board of Directors of AusNet Services Ltd unanimously recommend that shareholders vote in favour of the revised proposal of AUD 2.5 per share in the absence of a superior proposal and subject to an independent expert concluding that the proposed transaction is in the best interests of AusNet shareholders.

As On October 31,2021, AusNet received a binding offer from Brookfield (Brookfield Binding Offer) at AUD 2.65 per share which was subject to a condition that a SID be signed on the same day or the binding offer would expire. The offer price of AUD 2.65 will be reduced by the total cash amounts of any dividend in respect of the half-year ending September 30, 2021. As of December 16, 2021, a dividend of AUD 0.0475 will be payable and thus the offer price is AUD 2.6025. AusNet will be required to pay Brookfield a break fee of AUD 101,674,267 (being 1% of the equity value of AusNet as implied by the Brookfield Binding Offer) if the AusNet Board ultimately recommends a competing, superior proposal. The bidder break fee is also AUD 101.67 million. The AusNet Board has concluded that it is appropriate to enter into a SID with Brookfield at AUD 2.65 cash per share while retaining the ability to respond to a superior proposal. If the Scheme is implemented after March 31, 2022, AusNet shareholders will be entitled to additional cash consideration from Brookfield of AUD 0.000260274 for each day after March 31, 2022 that has elapsed by the date of implementation. The Board of Directors of AusNet unanimously recommends that shareholders vote in favour of the Scheme at the scheme meeting, in the absence of a superior proposal and subject to an independent expert concluding in its independent expert's report. Singapore Power International Pte Ltd and SP eResources Pte Ltd (which currently owns 32.74% of the AusNet shares) has confirmed that it supports the Scheme and intends to vote in favour of the Scheme.

Following the implementation of the scheme, the buyers will intend to arrange for AusNet to apply for the termination of the official quotation of AusNet shares on the ASX and for AusNet to be removed from ASX's official list with effect on or around the business day immediately following the implementation date. The First court date is December 16, 2021. A meeting of shareholders of Ausnet will be held on January 28, 2022. The second court date for approval of the scheme is February 3, 2022. As on January 28, 2022, shareholders of Ausnet approved the transaction. The transaction is still subject to court approval, the hearing is scheduled on February 3, 2022. The scheme will be effective on February 4, 2022 and the scheme implementation date is February 16, 2022. As of February 1, 2022, The transaction is still subject to final court approval. As on February 3, 2022, the transaction is approved by Supreme Court of New South Wales.

Adara Partners (Australia) Pty Limited and Citigroup Global Markets Australia Pty Ltd acted as the financial advisors and Allens acted as the legal advisor to AusNet Services Ltd. Philippa Stone, Helen Zhang, Nick Baker, Sian Newnham from Herbert Smith Freehills acted as a legal advisor to Brookfield Infrastructure Group (Australia) Pty Ltd. Bofa Securities acted as financial advisor to Brookfield Infrastructure group. Computershare Investor Services Pty Limited acted as the share registrar and Grant Samuel Group Limited acted as the independent expert to AusNet Services. Grant Samuel will receive a fixed fee of AUD 1.4 million plus reimbursement for out of pocket expenses. Aldrin De Zilva of White & Case acted as the tax advisor to AusNet.