Sydney Airport (ASX: SYD) has entered into a scheme implementation agreement under which it will be acquired for an equity value of about $23.6 billion by a consortium led by IFM Investors.

The offer is $8.75 cash to acquire 100% of Sydney Airport’s shares and units by way of a scheme of arrangement and trust schemes.

The Sydney Aviation Alliance consortium comprises IFM’s Australian and Global infrastructure funds, AustralianSuper, QSuper and US-based Global Infrastructure Partners. UniSuper, which holds a 15.01 stake in Sydney Airport, has agreed for its securities to be converted to an equivalent equity stake in the acquired entity.

The Sydney Airport boards have unanimously recommended securities holders vote in favour of the scheme implementation agreement, in the absence of a superior proposal and subject to an independent expert concluding the scheme is in the best interests of shareholders. Members of the boards plan to vote their securities in favour of the scheme under the same conditions.

In Sydney Airport’s 8 November announcement of the agreement, chairman David Gonski said: “The Sydney Airport boards believe the outcome reflects appropriate long-term value for the airport.”

The offer values Sydney airport $7.9 billion above its value based on the company’s ASX closing price the day before the consortium’s initial bid in July. That $8.25 cash per stapled security bid and a later bid of $8.45 were rejected as not reflecting full value.

The agreed scheme implementation deed includes a conditional break fee of $150 million applying to both sides of the agreement.

Sydney Airport has appointed Kroll Australia as the independent adviser.

Sydney Aviation Alliance has lodged applications with FIRB and ACCC for regulatory approval for the transaction.

Security holder meetings to vote on the schemes are expected to be held in the first quarter of 2022.

Barrenjoey Capital Partners and UBS are joint financial advisers and Allens legal adviser to Sydney Airport.

 Image: The duty-free area of Sydney Airport prior to the pandemic.