Update on transaction with KKR
Summary
- Perpetual Limited is in the process of selling its Wealth Management and Corporate Trust businesses to KKR.
- An Independent Expert has raised concerns about potential tax liabilities associated with the transaction.
- The expert's concerns are significant enough that they cannot recommend the deal to shareholders.
- Perpetual and KKR are still in discussions regarding the transaction.
- Perpetual will continue to update the market as required.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the Independent Expert's inability to support the deal, raising significant concerns about the transaction's viability.
Highlights
- The Independent Expert has raised concerns about potential tax liabilities related to the proposed sale of Perpetual's Wealth Management and Corporate Trust businesses to KKR.
- The expert's opinion is that the increased potential tax liabilities mean they cannot recommend the deal to shareholders.
- Perpetual and KKR are still in discussions regarding the transaction.
Positives
- Perpetual and KKR are continuing to engage constructively in relation to the transaction.
- Perpetual will keep the market informed in-line with its continuous disclosure obligations.
Negatives
- The Independent Expert cannot support the proposed sale of Perpetual's Wealth Management and Corporate Trust businesses to KKR.
- The expert's concerns are due to the risk and magnitude of increased potential tax liabilities.
Risks
- The proposed transaction with KKR may not proceed due to the Independent Expert's concerns.
- There is a risk of increased potential tax liabilities if the transaction were to be implemented.
- The uncertainty surrounding the transaction could negatively impact shareholder confidence.
Future Outlook
Perpetual and KKR are continuing to engage constructively in relation to the transaction, and Perpetual will keep the market informed.
Management Comments
- Perpetual and KKR are continuing to engage constructively in relation to the transaction.
- Shareholders are not required to take any action at this time.
Industry Context
This announcement highlights the complexities and risks involved in large corporate transactions, particularly those involving significant tax implications. It also underscores the importance of independent expert opinions in ensuring shareholder interests are protected. The deal is a significant one in the financial services sector, and its outcome will be closely watched by competitors and investors.
Comparison to Industry Standards
- The use of an Independent Expert to assess the fairness of a scheme of arrangement is standard practice in Australian M&A transactions, similar to processes used in deals involving companies like AMP and IOOF.
- The concerns raised by the Independent Expert regarding potential tax liabilities are not uncommon in complex transactions, and similar issues have been seen in deals involving companies like BHP and Rio Tinto.
- The ongoing engagement between Perpetual and KKR is typical of situations where issues arise during the due diligence process, similar to negotiations seen in deals involving companies like Origin Energy and Brookfield.
Next Steps
- Perpetual and KKR will continue discussions regarding the transaction.
- Perpetual will keep the market informed of any further developments.
Key Dates
- 10 December 2024: Perpetual's previous announcement regarding the proposed acquisition by KKR.
- 17 December 2024: Perpetual provides an update on the transaction with KKR, noting the Independent Expert's concerns.
Keywords
Filings with Classifications
Quarterly Business Update
- Asset Management AUM decreased by 4% to approximately A$221 billion, indicating worse than expected performance in this segment.
Half Yearly Report and Accounts
- The NPAT was significantly lower than previous periods due to significant items including impairment losses, indicating worse than expected results.
Half Yearly Report and Accounts
- The net profit after tax attributable to equity holders of Perpetual Limited decreased to $12.0 million from $34.5 million year-over-year.
Half Yearly Report and Accounts
- The Scheme Implementation Deed with KKR for the sale of Wealth Management and Corporate Trust businesses was terminated after receiving unfavorable views from the ATO and an adverse report from the Independent Expert.
Half Year Results
- The statutory NPAT decreased significantly due to significant items and an impairment in Asset Management, indicating worse than expected results.
Company Update
- The termination of the Scheme of Arrangement with KKR is worse than expected as it represents a failed transaction and incurs significant transaction and separation costs.
Transaction Update
- The Independent Expert's inability to support the deal due to potential tax liabilities is a worse outcome than expected.
Scheme Update
- The document indicates a delay in the finalisation of the transaction due to ongoing engagement with the ATO regarding the tax treatment.
Scheme Update
- The potential for a A$488 million tax liability is significantly worse than expected.
- The ATO's position that the entire cash proceeds could be deemed an unfranked dividend is worse than expected.
- The uncertainty surrounding the transaction due to the ATO's stance is worse than expected.
Shareholding Change Notice
- The reduction in Perpetual Limited's shareholding in Kina Securities Limited indicates a negative market sentiment or a strategic decision by the investor to divest from the company.
Change of Substantial Holding Notice
- The decrease in Perpetual Limited's voting power in Healius Limited from 14.505% to 13.467% indicates a reduction in their stake, which is worse than maintaining or increasing their holding.
Substantial Holder Notice
- The results were worse than expected because Perpetual Limited decreased its stake in Infomedia Limited, indicating a potential loss of confidence in the company's future prospects.
Annual General Meeting Results
- The failure of the remuneration report and the election of a non-board endorsed director candidate represent worse-than-expected outcomes for Perpetual Limited.
Annual Report
- Despite overall revenue and profit growth, significant net outflows from the Asset Management division were worse than anticipated, leading to a substantial impairment charge and impacting the final dividend.
Annual Report
- The timeline for the shareholder vote on the KKR scheme is subject to regulatory approvals and finalization of tax and duty discussions, potentially causing a delay from the initial target of early 2025.
Quarterly Business Update
- The 3% increase in AUM to A$222 billion exceeded expectations, driven by positive market movements and net inflows.
Sustainability Report
- The development of a cultural diversity target was paused due to the Strategic Review and potential separation of the Wealth Management and Corporate Trust businesses.
- Some community giving activities were paused due to reduced bandwidth resulting from the Strategic Review.
Annual Report
- While UPAT increased, a significant non-cash impairment charge and other significant items resulted in a statutory net loss, indicating worse-than-expected results.
Annual General Meeting Notice
- The allocation of the LTI award to the new CEO is contingent upon the completion of the transaction, which could cause a delay in the award's allocation.
Annual General Meeting Notice
- The statutory net loss after tax of A$472.2 million was significantly worse than expected due to substantial non-cash impairments and other significant items.
Quarterly Business Update
- Asset Management AUM decreased by approximately 5% to A$215 billion, impacted by net outflows, market movements, and currency fluctuations.
Strategic Review Announcement
- The strategic review resulted in a cash offer that the board considers superior to other alternatives.
- The transaction unlocks significant value for shareholders through the sale of Wealth Management and Corporate Trust at attractive multiples.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.