(Bloomberg) -- Origin Energy Ltd. rejected a backup deal proposal from Brookfield Asset Management Ltd. to acquire its main energy business, with a full A$19 billion ($12.6 billion) takeover expected to be rejected at a vote next week.

An alternative offer by Brookfield and EIG Global Energy Partners under which the Canada-based fund would pay A$12.3 billion for the target’s energy generation and retailing business “is not in the best interests of Origin or its shareholders,” the Sydney-based utility said Thursday in a statement, calling it “incomplete, complex, highly conditional.”

Brookfield declined to comment. 

Investors are due to vote Monday on a full takeover by a Brookfield and EIG-led consortium, a deal that’s opposed by Origin’s largest investor AustralianSuper, which holds about 17% of the company — likely to be sufficient to block the transaction.

“I don’t think it’s going to get over the line,” said Jamie Hannah, deputy head of investments at Van Eck Associates Corp., an Origin shareholder. The alternative proposal “looks overly complicated and a lower price,” he said.

AustralianSuper, the country’s largest pension fund, has rejected Brookfield’s offers as too low, and complained that taking the firm private would deny investors an opportunity to gain exposure to the energy transition. 

Read More: AustralianSuper to Reject Revised ‘Low-Ball’ Origin Energy Offer

Origin shares fell as much as 3.3% in Sydney trading, as of 1.28 p.m local time.

Brookfield and EIG made a revised offer last week hours before a scheduled shareholder vote on the A$9.43 per share proposal, prompting Origin to delay the meeting to Dec. 4. Origin’s board continues to unanimously recommend that offer, the company said. 


Under the revised plans, institutional shareholders would be given a chance to invest in Origin if a full acquisition is successful, according to the bidders.

If the takeover is rejected, the utility “will continue to execute on Origin’s strategy and ambition to lead the energy transition in Australia,” and also “remain open to strategic options that enhance shareholder value,” according to the target’s statement.

(Updates with shareholder quotes and comments from third paragraph.)

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