3rd April 2013
In this month’s edition we look the Foreign Investment Review Board’s policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them.
3rd April 2013
The FIRB has released its policy for 2013, which contains two important substantive changes relating to government-related entities and the types of investments by them that require approval.
3rd April 2013
Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com
3rd April 2013
By Adam Laura, Deborah Johns, Peter Feros
Gilbert + Tobin has contributed the Australian chapter in the Private Equity publication of Getting the Deal Through 2013. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Private Equity 2013, (published in February 2013; contributing editor: Casey Cogut of Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com
15th March 2013
By Peter Cook, Rachael Bassil, Sarah Duerdoth
ASX has formalised its timetable for fast-track listing applications for IPOs using a pathfinder prospectus or PDS. The timetable is consistent with the ASX’s current approach to assessing listing applications in the context of up-front bookbuild structures.
14th March 2013
By John Williamson-Noble, David Clee, Adam D'Andreti
ASX has just released the final guidance note on the continuous disclosure provisions of the ASX Listing Rules. It is due to come into force on 1 May 2013.
8th March 2013
The Foreign Investment Review Board (FIRB) has released its policy for 2013, which contains three important substantive changes. Click to see the changes.
28th February 2013
After a prolonged period of uncertainty for shareholders and the market, Cathay Fortune Investment Limited has walked away from its A$830 million hostile takeover bid for emerging copper developer Discovery Metals Limited and the aftermath has been anything but quiet. Both bidder and target have urged ASIC to put on its agenda the improvement of policies regarding disclosure during takeover bids. The Chairman of Discovery Metals Limited has also asked for a policy position on the use of “self-defeating” bid conditions.
28th February 2013
By David Clee, Rachel Launders, Andrew Whittingham
The decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 put to rest any doubt that it is possible to use a creditors’ scheme of arrangement to effect a reconstruction by a debt to equity swap.
28th February 2013
In this month’s edition we look at the decision of the Federal Court in Nine Entertainment Group Limited, in the matter of Nine Entertainment Group Limited (No 1) [2012] FCA 1464 and Cathay Fortune to pull the pin on the takeover of Discovery Metals.
4th February 2013
By Neil Pathak, Peter Cook, Andrew Bullock, Marcello Cardaci
What does 2013 hold for the Australian M&A market? Gilbert + Tobin’s 2013 State of the M&A Nation Report considers the big issues and our forecasts for the 2013 M&A market.
31st January 2013
By Sarah Turner, Jessica Karasinski
Knights Capital Group Limited’s application to the Takeovers Panel alleged that a significant shareholder’s actions in seeking to remove and appoint directors meant that the shareholder was not holding the shares as a bare trustee and therefore could not rely on the section 609(2) “bare trustee” exception to the prohibition in section 606. Having accepted an undertaking from the shareholder, the Panel considered ASIC was best placed to make further enquiries into the shareholder’s role and the bare trustee exemption.
31st January 2013
By David Clee, Alex Kauye
The approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd is a timely reminder that the recommendation options available to target directors extend beyond the standard yay or nay.
31st January 2013
In this month’s edition we look at the approach recently taken by the independent board committee of Engenco Limited in relation to the takeover bid by Elph Pty Ltd and Knights Capital Group Limited’s application to the Takeovers Panel.
5th December 2012
In an important victory for the Takeovers Panel, the Federal Court has upheld the Panel’s decision in CMI Limited [2011] ATP 4 and in the process confirmed the legitimacy of the Panel’s practice of deciding issues of association on the basis of inferences drawn from partial evidence and patterns of behaviour.
5th December 2012
One of the most difficult governance issues that can arise for a target board in the context of a potential takeover is when a substantial shareholder has a nominee director on the board. There are extremely limited rights under general law for a target to exclude such a nominee from participation in board meetings and from provision of information in connection with a defence and this needs to be borne in mind when preparing a takeover defence.
5th December 2012
In this month’s edition we look at whether a nominee director be excluded from board participation during a takeover and the Federal Court’s decision in CMI Limited.
5th November 2012
By David Clee, Alex Brown, Joshua Fast
The recent decisions of the Takeovers Panel in Mission NewEnergy Limited [2012] ATP and Mission NewEnergy Limited 01R [2012] ATP have confirmed that, while the Takeovers Panel takes the anti-competitive effects of lock-up devices very seriously, it is prepared to adopt a pragmatic approach to their acceptability when dealing with companies in severe financial distress.
5th November 2012
By Neil Pathak, Sarah Duerdoth, Joshua Fast
Treasury has recently issued a scoping paper in relation to takeover law reform. We discuss the areas listed for potential reform and consider whether reform is really needed given the perceived concerns and current economic and financial conditions.
5th November 2012
In this month’s edition we look at takeover law reform and the Takeovers Panel decision in Mission NewEnergy Limited.
3rd October 2012
By David Clee
Mariner Corporation Limited (Mariner) announced an intention to make an off-market takeover bid for Austock Group Limited (Austock) on 25 June 2012.
3rd October 2012
By Matt Baumgurtel, Chris Flynn, Ben Macdonald
On 18 September 2012 the ASX released for public comment proposed changes to the ASX Listing Rules and Guidance Notes relating to Reserve and Resource Disclosure Rules for Mining and Oil & Gas Companies. These changes follow extensive consultation with industry and other key stakeholders and have been released in conjunction with revisions to the JORC Code.
3rd October 2012
By Andrew Bullock, Hiroshi Narushima
We provide and update on warranty and indemnity insurance in Australia.
3rd October 2012
In this month’s edition we look at warranty and indemnity insurance in Australia, revised reserve and resource disclosure rules and the decision of the Takeovers Panel in Austock Group Limited [2012].
31st August 2012
The Takeover Panel’s recent decision in Minemakers Limited 02 ATP 13 shows that, while an independent expert’s report can be challenged through the Takeovers Panel, the expert’s report must be patently incorrect or unreasonable, or the independence of the expert must be compromised, before the Takeovers Panel will intervene. This outcome was confirmed following an application for review.
31st August 2012
By Neil Pathak, Alex Brown, Roisin Kennedy
Directors in receipt of a confidential takeover approach often face a difficult decision whether to disclose it or not. That decision can have serious ramifications for the company’s share price and media and regulatory scrutiny. The recent trend seems to be towards early disclosure of takeover approaches – we question whether that is actually a good thing for shareholders and also market integrity.
31st August 2012
In this month’s edition we examine whether to disclose or not disclose in response to receiving a takeover approach and consider the implications of a recent Takeovers Panel decision for hostile bidders wishing to challenge alleged defects in an independent expert’s report.
31st July 2012
By Neil Pathak, Peter Cook, Alex Brown
Having reached the halfway point for 2012 it is an opportune time to reflect on the year to date and crystal ball gaze into the rest of the year.
31st July 2012
By Amy Knox, Adam D'Andreti, Rachael Bassil
As part of its wider package of reforms to the regulation of capital raisings by ASX-listed entities, ASX has announced a proposal to shorten the standard timetable for traditional entitlement offers by up to two weeks, and changes that have the effect of reducing the spread requirements and increasing the ability of small caps to raise capital.
31st July 2012
In this month’s edition we pause for a mid-year reflection on the State of the M+A Nation and consider the likely impact on traditional and accelerated rights issues of changes to the traditional rights issue timetable proposed by ASX.
4th July 2012
By Rachael Bassil, Adam D'Andreti
Since 1997, post-offer market stabilisation, or, as it is colloquially described, “greenshoes” have been features of large IPOs in Australia. The use of market stabilisation in large offerings remains an important consideration, especially given ongoing volatility in Australian and international capital markets. However, limitations in the Australian regulatory regime make it challenging to adopt stabilisation in anything other than large IPOs. The legal and regulatory issues associated with greenshoes should be understood by anyone contemplating a significant offering or sale.
4th July 2012
By Andrew Bullock, David Clee, Amy Knox
The recent public tussle between the board of Spotless and Spotless’ suitors at Pacific Equity Partners led to a number of market participants and commentators to call for Australia to strengthen targets’ arms by introducing a form of the UK’s “put up or shut up” rule. So is more regulation required?
4th July 2012
This month looks at the UK’s “put up or shut up” rule, an overview of greenshoes and market stabilisation in the Australian market, and the ASX’s consultation process for the reporting requirements for Australian resources companies.
25th June 2012
By David Clee, Alex Kauye, Neil Pathak
Gilbert + Tobin has contributed the Australian chapter in the Mergers & Acquisitions publication of Getting the Deal Through 2012. Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Mergers & Acquisitions 2012, (published in May, 2012; contributing editor: Casey Cogut, Simpson Thacher & Bartlett LLP). For further information please visit www.GettingTheDealThrough.com
1st June 2012
A recent decision of the Delaware Court of Chancery, which is the leading US court on company law cases, provides a timely reminder for parties to potential M+A transactions that care needs to be taken in drafting confidentiality agreements to avoid unintended limitations on future conduct.
1st June 2012
The recent merger of Whitehaven Coal Limited (Whitehaven) and Aston Resources Limited (Aston) has put collateral benefits in schemes of arrangement back on the radar.
1st June 2012
In this month’s edition we consider collateral benefits in schemes of arrangement and a recent US case of interest to prospective hostile bidders.
30th April 2012
By Kobi Devenish, Rachel Launders
Guidance Note 17 – Rights Issues (GN 17) sets out the approach adopted by the Takeovers Panel (the Panel) in relation to rights issues that have the potential to affect control. The recent decision by the Panel in Real Estate Capital Partners USA Property Trust [2012] ATP 6 (Real Estate Capital Partners), in which a declaration of unacceptable circumstances was made, has confirmed the approach of the Panel as set out in GN 17 and reinforced the need for directors to take all reasonable steps to mitigate the potential control impact of a rights issue.
30th April 2012
The payment of special and ordinary dividends prior to completion of public company takeovers has been a common theme in many recent transactions. A significant attraction for shareholders is the opportunity to access franking credits in the target which, in certain circumstances, may not be of significant benefit to an acquirer (eg private equity fund acquirers and non-residents in treaty countries which benefit from low or nil dividend withholding tax rates).
30th April 2012
In this month’s edition we consider the benefits of paying a special dividend in the context of a public M&A transaction, and highlight the Takeovers Panel’s continuing interest in rights issues that may have an impact on control.
29th March 2012
Despite the recent improvement in Australian M&A activity, a number of strategically sensible transactions are still not getting done because of the inability of the parties to agree on price. In recognition of these volatile economic times acquirers will often take a conservative approach to placing value on the future performance of a company, while target companies are still trying to achieve the highest value for their shareholders, leading to a potential price gap between the parties.
29th March 2012
By Rachel Launders, Jordan Kent
Recent moves by the Australian Securities Exchange (ASX) and the Australian Securities and Investments Commission (ASIC) will make it easier for small to mid cap companies to raise equity.
29th March 2012
By Peter Cook, Rachael Bassil, Nirangjan Nagarajah
The Takeovers Panel’s recent decisions in the matter involving Ludowici Limited serves as a timely reminder to all takeover participants of the importance of taking care with public statements in relation to a takeover bid or scheme of arrangement.
29th March 2012
In this month’s edition we consider the Takeovers Panel’s most recent comments on “Truth in Takeovers” in the context of a live auction, promising signs from ASX and ASIC for fundraising by small to mid cap companies, and recent trends in the use of contingent consideration in control transactions.
29th February 2012
By Kirish Kularajah, Deborah Johns
After two years at $231 million, the standard monetary threshold for notifiable transactions has increased to $244 million. Recent controversy around acquisitions by foreign persons of agricultural land in Australia has once again put Australian foreign investment rules into the spotlight, potentially impacting M&A activity in both the agribusiness and mining sectors.
29th February 2012
By David Clee, Alex Kauye
The recent decision of the Takeovers Panel (Panel) in RCL Group Limited (RCL Group) has put “poison pills” back on the radar. In RCL Group, the Panel declined to conduct proceedings in relation to the operation of a contractual right given to Torchlight Real Estate Fund Limited (Torchlight) under the terms of its corporate facility agreement with ASX-listed, RCL Group Limited (RCL).
29th February 2012
By Janine Ryan, Adam D'Andreti
There has been a strong resurgence in the hybrid securities market, which had been largely dormant since the onset of the GFC, with a number of recent issues by financial issuers (including ANZ, Westpac and Colonial) and corporate issuers (including Woolworths, Origin Energy, Tabcorp and AGL Energy).
29th February 2012
In this month’s edition we consider the strong resurgence in the hybrid securities market in Australia, recent comments on “poison pills” by the Takeovers Panel and current developments in Australia’s foreign investment rules.
14th February 2012
Following summer holidays, the Australia Day long weekend – and the sporting delights of the Australian Open final and the test series – it’s time to roll up the sleeves and return to business in earnest. The question then, is what does 2012 hold for the Australian M&A market? It’s no easy question, given the twists and turns of local and international economics, politics and financial markets of recent times. Indeed only one thing is certain: nothing is certain.
30th November 2011
By David Clee, Kate Merrifield
Recent times have been challenging to say the least.
