The long-awaited Washington H. Soul Pattinson and Brickworks merger has reached a critical milestone, with both share schemes now legally effective following Supreme Court of New South Wales approval. The Soul Patts Brickworks merger on the ASX represents one of Australia’s most significant corporate restructuring deals in 2025.
Both companies ceased trading on September 15, 2025, marking the end of an era for two ASX stalwarts with combined histories spanning over 160 years.
Court Approval Finalises Historic Combination
The Supreme Court of NSW officially approved both share schemes on September 12, 2025, with the arrangements becoming legally effective three days later. Soul Patts (ASX: SOL) and Brickworks (ASX: BKW) have now lodged the required documentation with the Australian Securities and Investments Commission.
Under the Washington H. Soul Pattinson Brickworks share scheme arrangement, shareholders will receive different exchange ratios:
- Soul Patts shareholders: 1 Topco share for each SOL share held
- Brickworks shareholders: 0.82 Topco shares for each BKW share held
- Record date: September 17, 2025 at 7:00pm Sydney time
- Implementation date: September 23, 2025
The new combined entity’s shares will initially trade under the ticker “SOLDA” on a deferred settlement basis from September 16, before transitioning to normal settlement under “SOL” from September 24.
Todd Barlow, CEO Soul Patts (right) and Mark Ellenor, CEO Brickworks (left)
Strategic Rationale Behind the Merger
The combination creates a diversified investment powerhouse with complementary asset portfolios across multiple sectors. Soul Patts brings its established investment house expertise, while Brickworks contributes its building products manufacturing and industrial property assets.
Both companies have maintained impressive dividend payment records, with Soul Patts paying dividends since 1903 and Brickworks maintaining payments every year since its 1962 ASX listing.
The merger addresses the historical cross-shareholding structure between the two entities, where each company held significant stakes in the other, creating a more streamlined corporate structure.
Market Capitalisation and Financial Impact
Prior to the merger announcement, Soul Patts commanded a market capitalisation of approximately $8.5 billion, while Brickworks was valued around $5.2 billion. The combined entity represents one of Australia’s largest diversified investment companies by market value.
The restructuring eliminates the discount that often applied to both companies’ share prices due to their complex cross-shareholding arrangement. This structural change is expected to improve price discovery and potentially reduce the holding company discount.
Diverse Asset Portfolio Combination
The merged entity will control an extensive portfolio spanning multiple asset classes and geographic regions:
Investment Portfolio Assets:
- Listed equities across various sectors
- Private market investments
- Credit and debt instruments
- Property and infrastructure assets
Operating Business Units:
- Building Products Australia (Austral Bricks, Austral Masonry, Bristile Roofing)
- Building Products North America (Glen-Gery brand)
- Industrial Property (joint venture with Goodman Group)
- Direct mining and resources investments
This diversification provides shareholders with exposure to both defensive income-generating assets and growth-oriented investments across different economic cycles.
Implementation Timeline and Trading Arrangements
The carefully orchestrated timeline ensures a smooth transition for shareholders:
- September 15, 2025: Final trading day for SOL and BKW shares
- September 16, 2025: Topco shares commence deferred settlement trading
- September 17, 2025: Record date for shareholding eligibility
- September 22, 2025: Expected share distribution to eligible shareholders
- September 23, 2025: Scheme implementation completion
- September 24, 2025: Normal settlement trading begins under SOL ticker
Shareholders don’t need to take any action, as the share exchange will occur automatically for those on the register at the record date.
Regulatory and Legal Framework
The scheme required extensive regulatory approval including:
- Supreme Court of NSW scheme approval under Section 411 of the Corporations Act
- ASIC registration and compliance verification
- ASX listing rule compliance for the new trading arrangements
- Shareholder approval through scheme meetings
Both companies received exemptions from certain Corporations Act requirements, streamlining the approval process while maintaining appropriate investor protections.
Industry and Analyst Perspectives
The merger has attracted significant attention from institutional investors and analysts who view it as addressing long-standing structural inefficiencies. The elimination of the cross-shareholding structure removes complexity that previously made valuation challenging.
Investment professionals expect the combined entity to trade at a reduced discount to net asset value compared to the historical trading patterns of both companies.
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Future Outlook and Strategic Direction
The merged company will continue operating under Soul Patts’ investment philosophy of long-term capital growth and regular dividend payments. The expanded scale and diversified revenue streams provide enhanced financial flexibility for future investment opportunities.
Management has indicated intentions to maintain the proven investment approach while exploring new opportunities in emerging sectors such as renewable energy, technology, and critical minerals.
