Clayton Utz and Freehills are acting on behalf of the Singapore Exchange (SGX) and Australian Securities Exchange (ASX) on the parties’ A$8.4bn merger implementation agreement.

Clayton Utz, led by corporate partners Karen Evans-Cullen and Rod Halstead, are advising (SGX) on the merger, with additional advice from Allen & Gledhill LLP. The ASX is being advised by Freehills, with additional input from Stanford Law in Singapore.

The combination of the two exchanges will mean the combined entity will have more than 2700 listed companies, from more than 20 countries and will create the world’s second largest cluster of companies in the resource sector. The combined exchange group, ASX-SGX Limited1, will have revenues of approximately US$1.1bn and earnings before interest and income tax of approximately US$700m, based on the audited financial statements of ASX and SGX, each for the financial year ended 30 June 2010.

The merger transaction will involve ASX shareholders receiving A$22.00 (approximately S$28.04) in cash and 3.473 new SGX shares. The aggregate value of the share consideration is S$5.8bn (approximately A$4.6bn). The value of the merger based on the aggregate cash and shares is valued at approximately A$8.4bbn (approximately S$10.8 billion). Subject to the progress of the regulatory approval needed in both jurisdictions, it is anticipated that the relevant shareholders’ and court meetings will take place in the first half of 2011, with the Proposed Combination expected to be implemented during the second quarter of 2011.