Second proxy advisor backs Brookfield's $10.5 billion bid for Origin Energy

By Scott Murdoch and Lewis Jackson

SYDNEY (Reuters) -Proxy advisor CGI Glass Lewis on Thursday recommended Origin Energy shareholders vote in favour of a $10.5 billion bid from a consortium led by Canada's Brookfield, despite opposition from the target's largest shareholder.

Brookfield and EIG Partners last week offered a "best and final" A$9.53 per share for Origin after raising a previous bid.

Australia's largest pension fund AustralianSuper opposes the offer and intends to use its 15% stake to vote against the deal at a Nov. 23 shareholder meeting.

The opposition risks sinking a deal that requires 75% of shareholder votes cast to pass given many retail investors tend not to vote.

CGI Glass Lewis on Thursday backed the deal and said there was enough evidence to support an "attractive" transaction that would allow investors to cash out at a premium.

The support, which follows the deal's backing by fellow proxy advisory firm Institutional Shareholder Services (ISS) on Tuesday, is a boost for Origin and the consortium as they campaign to win over investors large and small ahead of the meeting later this month.

Origin Energy shares traded 1.9% higher at A$8.905 at 2 p.m. AEDT (0300 GMT) and are up 5.1% since the close of trade on Nov. 2, when AustralianSuper rejected the improved offer.

Origin will this weekend begin a print and online marketing push to win over shareholders, according to a source with knowledge of the matter.

CGI Glass Lewis acknowledged AustralianSuper's concern the deal potentially undervalued Origin's ability to profit from the country's transition to renewable energy, but said it was fair given the uncertainty around how the changes would play out.

"Whether or not one agrees with that point of view comes down to individual perceptions of the market and levels of risk tolerance," the proxy advisor said. "(The offer) ultimately offers investors certainty of value at a level that is within a reasonable range."

Should the deal fail, the Brookfield-led consortium said last week it had a back-up plan for an off-market takeover that would require the minimum acceptance of 50.1% of the register and give it control of Origin's board.

In that scenario, EIG would own Origin and sell the energy markets business to Brookfield, meaning remaining shareholders, including AustralianSuper, will own only its 27.5% stake in Australia Pacific LNG.

(Reporting by Scott Murdoch and Lewis Jackson; Editing by Leslie Adler and Jamie Freed)