Genex is a developer of renewable energy generation and storage projects across Australia with a portfolio of more than $1 billion of renewable energy generation and storage projects. The company's flagship Kidston Clean Energy Hub, located in north Queensland, is comprised of the operating 50MW stage 1 Solar Project (KS1) and the 250MW Kidston Pumped Storage Hydro Project (K2-Hydro), the first of its kind in Australia in more than 40 years, with potential for a further wind project. With a committed portfolio of 400MW and up to approximately 2.3GW of renewable energy and storage projects in the company's development pipeline, Genex is well placed in its strategy to become a leading renewable energy and storage company in Australia.
J-POWER was established in 1952 to address Japan's electricity needs through the development of dams, hydroelectric power plants and electricity power transmission and substation facilities. Outside Japan, J-POWER has operations across Thailand, the United States, China, Indonesia, the Philippines, the United Kingdom and Australia. J-POWER is increasingly focused on developing renewable energy projects in support of the energy transition. The acquisition of Genex by J-POWER will accelerate investment in the future of Genex and renewables in Australia, with J- POWER bringing the capital and operational expertise to fund and operationalise new developments.
J-POWER and Genex entered into a Transaction Implementation Deed in April 2024 which provided for the acquisition by J-POWER of all of the Genex shares on issue (that J-POWER did not already own) by way of:
- a scheme of arrangement for $0.275 per Genex share (Scheme); and
- a simultaneous off-market takeover offer (Takeover Offer) for $0.270 per Genex share, conditional on (among other conditions), the Scheme not being approved by Genex shareholders, and J-POWER having a relevant interest in at least 50.1% of the Genex shares on issue.
Genex shareholders voted overwhelmingly in favour of the scheme on 16 July 2024. The New South Wales Supreme Court approved the Scheme on 19 July 2024, meaning that the Takeover Offer did not need to proceed. The Scheme was implemented today, 31 July 2024.
A multi-disciplinary deal team was established to guide J-POWER through the transaction. The MinterEllison team was led by Partners Geread Dooley, the head of the MinterEllison Japan Practice, and Con Boulougouris, the head of the MinterEllison M&A/Capital Markets Practice, who were assisted by Partner Michael Scarf and Senior Associates James Shirbin, Dean Zinn, Tegan Broadfoot, and Naota Suzuki.
Commenting on the deal, Partner Con Boulougouris said:
"We're thrilled to have advised J-POWER on this strategic acquisition. This is only the eighth time the dual track scheme/takeover transaction structure has been deployed in Australian public markets, and we're proud to have helped J-POWER make its successful acquisition of Genex using this innovative deal structure."
Commenting on the deal, Partner Geread Dooley also said:
"We congratulate J-POWER on completing such a significant transaction today. This is another excellent example of MinterEllison supporting its Japanese clients with their most important and complex deals in Australia."
Geread Dooley also added that:
"Japanese investment has been welcome in Australian for a long time and has been critical to Australia's growth. The J-POWER-Genex transaction also demonstrates that Japanese investment in Australia will also be critical for Australia in achieving its energy transition ambitions. The Renewables team at MinterEllison has been delighted to assist J-POWER in this important transaction."
The latest FIRB statistics indicate that Japanese investors were third by value of investment proposal.
MinterEllison's Public M&A team has now been involved in two of the eight dual track scheme/takeover transactions in the Australian market following successfully advising JBS S.A. on its acquisition of Huon Aquaculture in 2021.
