Unitholders in Investa Office Fund are waiting on the arrival of the 344-page offer document for the proposed $2.5 billion takeover from DEXUS Property but also a possible counter-offer from a Mirvac-led consortium.
If successful, the deal will mean a shake-up of the ownership of the country's office market.
The large, explanatory memorandum was released to the Australian Securities Exchange on Wednesday. It will be mailed to IOF unitholders this weekend.
IOF's manager, Investa Commercial Property Fund (ICPF), says unitholders have a choice of accepting the scrip and cash offer from DEXUS or maintaining the status quo with ICPF.
The independent board committee of IOF and the independent expert KPMG Corporate Finance have unanimously recommended the DEXUS offer, in the absence of a superior offer.
Under the proposed agreement, DEXUS is offering an aggregate of 0.4240 DEXUS securities and $0.8229 in cash per IOF unit, valuing IOF units at an average of $4.11. Investa unitholders will be entitled to the distributions to December 31, 2015, up to a maximum of 9.8¢.
CLSA analyst Michael Scott said while there was not much new information in the offer document, "it does allow other bidders to more readily step forth".
"Based on the current standing, we see a high likelihood of a 'yes' vote. However, we see a greater than 50 per cent chance of a better offer before the vote, whether that be from a new party or DEXUS, and there is an outside chance of ICPF providing a viable option," Mr Scott said.
"The good news is this saga is coming to an end; the unitholder vote is set for April 8 and an offer is on the table."
He said from a fiduciary perspective, the IBC still would need to look at all new offers, including one from ICPF.
"As per management, a new offer would need to be clearly better than the current one, and at least $23.5 million (the DEXUS break fee) better. DEXUS also has a right to match any competing bid. DEXUS is in the box seat," Mr Scott said.
It is the final stage of a strategic review of Investa. That was prompted by Morgan Stanley in February, when it revealed it was selling the Investa platform.
It comprised three parts: a portfolio of assets, Investa Land, and the management rights for the listed business.
The Chinese Investment Corporation paid $2.5 billion for the portfolio of buildings and Proprium Capital Partners bought Investa Land for $340 million, leaving the listed Investa Office Fund as a possible takeover.
