State-owned Japan Post Holdings Co Ltd has agreed a A$6.5 billion ($5.1 billion) takeover of Australia's biggest freight and logistics firm, Toll Holdings Ltd, as the Japanese financial giant embarks on an ambitious global expansion.
In one of Australia's biggest inbound acquisitions, Japan Post offered a 49 percent premium to Toll's last closing price, a valuation deemed "compelling" by the Australian firm's directors who unanimously recommended it.
"Together this will be a very powerful combination and one of the world's top five logistics companies," Toll Chairman Ray Horsburgh said in a statement on Feb. 18.
Japan Post said it would use Toll's own experience in doing offshore deals to step up acquisitions throughout Asia, Europe and North America to become a global logistics leader.
Herbert Smith Freehills is advising Toll, while Clayton Utz is representing Japan Post.
Japan Post, one of the world's biggest financial institutions with net assets of some 13.8 trillion yen ($115 billion), is looking to expand beyond its home market where the population has been shrinking and the economy is struggling to take off after two decades of stagnation. It plans to list on the share market this year as part of a bid to become a leading global logistics player.
Melbourne-based Toll has been restructuring and putting assets up for sale after an ambitious expansion into Asia left it exposed to falling commodity prices and freight volumes. As it disclosed the Japan Post approach on Tuesday, the 127-year-old firm posted a 22 percent fall in half-year net profit.
"Toll has had a less-than-stellar six or seven years, so Japan Post would be looking at how they can utilize Toll's assets to get better outcomes ... plus they might like the fact that it takes them into new geographies that they have a positive view on," said Angus Gluskie, a portfolio manager at White Funds Management.
REGULATORY APPROVAL EXPECTED
The sale must be cleared by Australia's Foreign Investment Review Board, which has at times blocked acquisitions by foreign state-owned bidders.
However, Greg Golding, a partner at Sydney law firm King & Wood Mallesons, who specializes in M&A, said he expected the board to approve the Japan Post deal.
"I see no problem at all," he said. "In Australia, the (logistics) market is pretty competitive and Japan's not a very threatening country from a political perspective.
Under the deal, Toll will keep its name and current management.
