QIC Private Capital Pty Ltd (QIC) entered into a scheme implementation deed to acquire Pacific Energy Limited (ASX:PEA) from Ryder Capital Limited (ASX:RYD), managed by Ryder Investment Management Pty Limited, Kenneth Hall and others for approximately AUD 410 million on July 23, 2019. As per terms, Pacific Energy shareholders will receive AUD 0.96 per share in cash. Also, Pacific Energy shareholders will receive an ordinary dividend of AUD 0.015 per share, fully-franked dividend intended to be paid by Pacific Energy subject to formal declaration by the Pacific Energy Board. As of September 13, 2019, QIC Private Capital Pty Ltd revised its offer price from AUD 0.96 per share to AUD 1.085 per share including dividend payment of AUD 0.015 per share. Pacific Energy may also declare and pay a special dividend (permitted dividend) before the implementation date of the scheme. The proposed quantum and timing for the payment of any special dividend, which would be conditional upon implementation of the Scheme, will be advised in due course. The total consideration of AUD 0.975 per share will be reduced by the amount of any special dividend so that the total cash to be received by Pacific Energy shareholders will equal AUD 0.975 per share. Pacific Energy agrees to pay AUD 4.1 million, approximately 0.98% of the aggregate implied equity value of Pacific Energy under the scheme, in case of termination of the scheme. As of November 15, 2019, the consideration of AUD 1.07 includes special dividend of AUD 0.065 which is expected to be paid on December 2, 2019. There is no expected changes to the leadership of Pacific Energy and its wholly owned subsidiaries and no impact on Pacific Energy’s operations, customers and employees. Pacific Energy will delist from stock exchange on December 3, 2019. Scheme is not subject to financing or due diligence conditions. Scheme is subject to a number of customary conditions, including the approval of Pacific Energy shareholders, ASIC, ASX and the Court, there being no material adverse change or prescribed occurrence, and an independent expert concluding that the Scheme is in the best interest of shareholders (and not changing or withdrawing that conclusion). The Directors of Pacific Energy unanimously recommend that Pacific Energy shareholders vote in favor of the Scheme and have each confirmed that they intend to vote all of the Pacific Energy shares they hold or control in favor of the Scheme, in each case in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interest of Pacific Energy shareholders. Shareholders will be given the opportunity to vote on the Scheme at a meeting that is expected to be held in Perth in the week commencing October 14, 2019. As of September 16, 2019, Board of Directors of Pacific Energy recommended the shareholders to vote in favor of the revised offer. As of October 2, 2019, Grant Thornton Corporate Finance Pty Ltd is of the opinion that scheme is fair and reasonable in the absence of superior proposal. The Supreme Court of Western Australia approved the scheme booklet and ordered to convene scheme meeting. Scheme meeting will be held on November 8, 2019. On November 15, 2019, Supreme Court of Western Australia approved the transaction. As of November 8, 2019, Scheme is expected to be implemented on November 4, 2019. As per update on September 16, 2019, scheme will be implemented during the week commencing November 25, 2019. As per update on October 2, 2019, scheme will be effective on November 18, 2019 and will be implemented on December 2, 2019. As of November 18, 2019, the transaction was lodge with the Australian Securities and Investments Commission and the Scheme has become legally effective. As on September 9, 2019, OPTrust Private Markets Group and a fund managed by Infrastructure Capital Group entered into a scheme implementation deed to acquire Pacific Energy Limited from Ryder Capital Limited managed by Ryder Investment Management Pty Limited, Kenneth Hall and others for approximately AUD 460.2 million. Competing bid was announced. The Pacific Energy Board has notified QIC and commenced the matching right process. QIC has the right to submit a matching proposal for the Pacific Energy Board to consider at any time during the next 4 business days. Sternship Advisers and UBS AG, Australia Branch acted as financial advisers and DLA Piper acted as legal adviser for Pacific Energy. Gresham Advisory Partners acted as financial adviser and Allens acted as legal adviser for QIC in the transaction. Grant Thornton Corporate Finance Pty Ltd, Investment Banking Arm acted as independent expert to Pacific Energy. QIC Private Capital Pty Ltd completed the acquisition of Pacific Energy Limited (ASX:PEA) from Ryder Capital Limited (ASX:RYD), managed by Ryder Investment Management Pty Limited, Kenneth Hall and others on December 2, 2019. Pacific Energy Limited will be removed from the the official list of ASX Limited at the close of trading of December 3, 2019.