PRIME INFRASTRUCTURE AND BROOKFIELD INFRASTRUCTURE STRIKE MERGER
Transaction will create a leading global infrastructure company with a market capitalization in excess
of US$2.5 billion; Prime security holders to receive 0.24 Units of Brookfield Infrastructure,
representing a price of AUD$4.60 per Prime Security, a premium of approximately 30% over the
closing prices on 20 August 2010 1 .
August 23, 2010 (East Australia Time) – Prime Infrastructure (ASX: PIH) and Brookfield Infrastructure
Partners L.P. (NYSE: BIP; TSX: BIP.UN) today announced that they have entered into a definitive merger
agreement to create a leading global infrastructure company, in a transaction with an implied value of AUD$1.6
billion (US$1.4 billion) for Prime Infrastructure.
Under the terms of the transaction, Prime security holders will receive 0.24 Brookfield Infrastructure units (“BIP
Units”) for each Prime stapled security held, representing a price of AUD$4.60 per Prime Security. The
transaction represents a premium of approximately 28% and 32% if calculated based on the five-trading day and
30-trading day, respectively, volume weighted average prices of the Prime and BIP securities prior to the date of
this announcement 2 .
In addition, to accommodate holders of smaller numbers of Prime securities, each Prime security holder is also
entitled to receive cash in lieu of BIP Units, up to a limit of 4,000 BIP Units per holder. As described in greater
detail below, based on analysis of the current Prime register, this liquidity facility is expected to enable the vast
majority of holders of smaller numbers of Prime securities to receive a cash exit price of AUD$4.55 per unit 3 for
their entire holding, if they so elect. In addition, Prime security holders will be entitled to a distribution of 7.5
cents per security in respect of the quarter ended 30 September 2010.
Upon successful completion of the transaction, Brookfiel