The confidentiality and exclusivity deed follows indications from the directors of Commonwealth Managed Investments Limited (the responsible entity of CPA) that they will recommend, in the absence of a superior proposal, that the proposal is in the best interests of CPA unit holders.
This revised proposal will provide cash and Dexus scrip per CPA unit. It values each CPA unit at $1.2052, with a cash consideration of $0.7265 and a Dexus scrip consideration of $0.4787.
The proposal stated CPA unit holders will be entitled to receive and retain the CPA distribution for the six months ending 31 December 2013, which is expected to be 3.3 cents per CPA unit.
This will be the last distribution paid to CPA shareholders by CPA if the proposal is implemented.
According to Dexus, the deed establishes the terms of arrangements between both parties.
Issuing a statement on the Australian Securities Exchange, CBA stated it has agreed on an indicative term sheet for the Ancillary Proposal with Dexus, which includes a cash facilitation payment of $41 million.
CBA also said it would grant Dexus due diligence in regards to the management arrangements of CPA, should Dexus and the CPPIB obtain control of the fund.
The deed includes exclusivity arrangements in favour of Dexus that will extend to 24 December 2013.
CBA said the Ancillary Proposal is subject to due diligence and will be completed when the binding facilitation deed is executed and the recommended proposal is implemented.
CBA also noted in its ASX statement that CMIL has "suspended further evaluation of the proposal to internalise the management of CPA".
