One of the longest-running takeover sagas in Australia's recent corporate history is over after Origin Energy shareholders rejected a $20 billion bid by private equity firms Brookfield and EIG.
Some 69 per cent of shareholders voted in favour of the proposal on Monday, short of the 75 per cent threshold required for the deal to go ahead.
The writing had been on the wall since the energy giant's largest shareholder AustralianSuper announced it would commit its 17 per cent stake against the $9.39 per share offer.
With more than 90 per cent of remaining votes required to succeed, Origin's board began a desperate marketing campaign, including phone calls and emails, as every retail shareholder's vote became critical.
Board members had unanimously endorsed the takeover, arguing the North American consortium's proposal to invest $20 billion to $30 billion in renewables and storage assets was vital to Australia meeting its emissions reduction targets.
But the deal looked increasingly unlikely when the strengthening Australian dollar caused the offer to fall below the top of the Independent Expert's valuation range of $8.45 to $9.48 per share.
The vote was to take place on November 23 but was adjourned by the board after the bidders lobbed a last-minute "plan B" offer.
The back-up bid would have resulted in Origin selling its energy markets business to Brookfield for $12.3 billion and EIG making an off-market takeover offer for its LNG business.
Shareholders would have received only $9.08 a share under the alternative offer, but it would only have needed the acceptance of 50.1 per cent of shareholders.
But Origin's board formally rejected the revised offer on Thursday, saying it was not in the best interests of the company or its shareholders.
With the takeover dead in the water, Origin will continue as an independent ASX-listed company.
Brookfield will take some time to reconsider whether it will return for another attempt.
The Canadian investment giant would have to take into account what effect the federal government's recently announced expansion of its capacity investment scheme could have on Origin, a spokeswoman said.
Origin chairman Scott Perkins pointed out the proposal was widely supported by shareholders and the 13-month long process made clear their confidence in "Origin's business, assets and people, and its strategic positioning for the energy transition".
"We look forward to the continuing support of our shareholders as we focus on delivering on our strategic priorities, accelerating investment in cleaner energy and storage and pursuing our ambition to lead the energy transition," he said.
The deal's spoiler AustralianSuper welcomed the result and said it is open to providing capital to help Origin meet its energy transition ambitions.
"AustralianSuper believes Origin has a highly strategic portfolio of assets to participate in, and for members to benefit from, the energy transition," a spokesperson for the company said.
"We have never wavered in our belief that the value and future value of Origin is better in the hands of members and other shareholders rather than a private equity consortium seeking to make a quick return."
Origin shares dropped 3.9 per cent to $7.86.
