Mergers and Acquisitions
"Gilbert + Tobin focuses on premium deals, winning major instructions" APL500 2010
Our Mergers and Acquisitions team work on many of Australia’s largest, most complex and most watched M&A deals. We work seamlessly with our specialists across the areas of intellectual property, competition, regulation and corporate finance to facilitate deals. Our clients are loyal to us because we work with them as part of their team, rather than as a service provider.
As our client, you’ll have the opportunity to meet every member of the team working on your deal. Our focused team of lawyers will work closely with you, and your financial and other advisors, to understand your needs so we can manage the risks throughout the deal process and ensure the best commercial outcomes are achieved within the right timeframe.
Our services
- executing and defending takeover bids, with substantial experience in proceedings before the Takeovers Panel
- implementing agreed mergers by scheme of arrangement
- complex share or asset acquisitions and divestitures, including cross-border transactions
- complex private equity structuring, including management and leveraged buy-outs
- obtaining FIRB approvals and ASX and ASIC waivers relevant to mergers or acquisitions and
- advising investors, such as hedge funds, on takeover developments and strategies.
Highlights
- Advising Coal & Allied Industries Limited on the off market takeover bid made by a company associated with Rio Tinto Limited and Mitsubishi to acquire the Coal & Allied shares that they do not already own. The Proposal is expected to value Coal & Allied at $10.8 billion. Partners involved: Gary Besson and Gary Lawler. (2011)
- Advising Charter Hall Office REIT (CQO) on the Australian law aspects of the US$1.71 billion sale of its US property portfolio. Partners involved: Gary Besson and Gary Lawler. (2011)
- Advising the Independent Directors of Charter Hall Office Management Limited (CHOML), the responsible entity of Charter Hall Office REIT (CQO), on a conditional, non-binding and confidential proposal made by a Macquarie led consortium to acquire all of the CQO issued units, other than those held by Charter Hall Group. Partner involved: Gary Besson. (2011)
- Advising Bow Energy on the takeover proposal made by Arrow Energy (jointly owned by Shell and PetroChina) to acquire the company. Partner involved: Gary Lawler. (2011)
- Advising Bennamon Pty Limited in relation to the proposed acquisition of approximately 30% of the shares in Pro-Pac Packaging Limited, an ASX listed packaging manufacturing and distribution business. Partner involved: Neil Pathak. (2011)
- Advising CVC in connection with its acquisition of a majority interest in the Virgin Active Group. Partner involved: Rachael Bassil. (2011)
- Advising Bayard Capital Management Pty Ltd and the founders on the $2.3 billion disposal of utility meter reading developer Landis+Gyr. Partner involved: Andrew Bullock (2011)
- Advising Conquest Mining Limited on its proposed merger of equals with Catalpa Resources Limited. The complex transaction involves an inter-conditional purchase of strategic assets from Newcrest Mining Limited and a post implementation $150 million entitlement offer. The transaction will result in the creation of a leading growth-focused Australian gold company with a pro-forma market capitalisation in excess of $1.1 billion. Partner involved: Tony Bancroft. (2011)
- Advising Kulczyk Oil Ventures Inc. on the proposed acquisition by Neconde Limited (an international consortium) of a 45% interest in Oil Mining Lease 42, an oil and gas field in Nigeria, from Shell Petroleum, Total and Agip. Partners involved: Andrew Bullock and Nicholas Grambas. (2011)
- Advising US private equity group Blackstone on the proposed acquisition of 100% of the stapled securities in Valad Property Group (VPG) for approximately $700 million. Partners involved: Peter Cook and Adam Laura. (2011)
- Advising NSW Treasury on the sale of its waste management business, WSN Environmental Solutions (WSN), for $235 million to SITA Environmental Solutions (SITA), a joint venture between French group Suez Environnement and Singapore-listed Sembcorp Industries. Partners involved: Bryan Pointon, Amanda Hempel, Luke Woodward. (2010)
- Advising Crescent Capital Partners on its divestment with Macquarie Group of National Hearing Care, a leading provider of audiology services, to Italian Group Amplifon for $460 million by a dual track sale process. Partners involved: John Williamson-Noble. (2010)
- Advising Arrow Energy on the $3.5 billion takeover by Shell and PetroChina. Partners involved: Gary Lawler, Gary Besson, Janine Ryan and Marko Komadina. (2010)
- Advising Sphere Minerals on the takeover bid by Xstrata. Partner involved: Peter Cook. (2010)
- Advising The Carlyle Group (as part of a consortium with TPG) on corporate aspects relating to the consortiums successful bid for one of Australia’s largest private health care providers, Healthscope. Partners involved: Peter Cook, Bryan Pointon. (2010)
- Acting for funds advised by private equity firm, Pacific Equity Partners, on the off market takeover bid for all the shares in Energy Developments Limited. Partners involved: Andrew Bullock, Gary Lawler and Bryan Pointon. (2010)
- Advising Arrow Energy Limited, one of Australia’s top 100 publicly-listed companies and Australia’s largest coal seam gas acreage holder, on the proposed demerger of its international assets forming Dart Energy Limited and the proposed post-demerger acquisition of Arrow Energy by a bidding consortium comprising of Royal Dutch Shell Plc and PetroChina Company Limited. Partners involved: Gary Lawler, Gary Besson and Marko Komadina. (2010)
- Advising the NSW Government on the sale of NSW Lotteries Corporation to Tatts Group Limited and on the investigation of the proposed sale of Pillar Administration. Partner involved: Bryan Pointon and John Williamson-Noble. (2010)
- Advising GrainCorp Limited on its acquisition of the United Malt Holdings group (UMH), one of the largest commercial malt manufacturers in the world for an enterprise value of A$757 million. Partner involved: John Williamson-Noble. (2009)
- Advising eircom Holdings Limited on its sale to Emerald Communications (Cayman) SPC (ECC) (a bid vehicle established by STT Communications Ltd). Partner and lawyer involved: Garry Besson and Melinda Sanders. (2009)
- Advising Westpac Banking Corporation on its A$47 billion merger with St. George Bank. This deal was recognised as one of Asian-Counsel Magazine’s 2008 Winning Deals of the Year. Partners involved: Gina Cass-Gottlieb, Gary Lawler, John Williamson-Noble, Luke Woodward, Marko Komadina. (2008)
- Advising AGL Energy Limited in relation to the disposal of its 22% shareholding in Queensland Gas Company Limited (in excess of A$1.2 billion). Partners involved: Gary Lawler and Philip Breden. (2008)
- Advising AGL Energy Limited on the disposal of its interests in AlintaAGL A$560 million (2007), Elgas A$230 million (2008), Gas Valpo US$90 million (2008). Partner involved: Philip Breden
- Advising Publishing and Broadcasting Limited (PBL) in a demerger to split the A$13.7 billion company into two separate publicly listed operations – Consolidated Media Holdings Limited (CMH) which houses PBL’s media assets and Crown Limited which houses PBL’s gaming assets. The transaction involved two separate schemes of arrangement, the new ASX listing of Crown and a complex reorganisation of assets and interests within PBL. Partners involved: Garry Besson, Andrew Bullock, James Lewis, Rani John. (2007)
- Advising Australia’s largest listed owner of commercial property, Investa Property Group (IPG), in a A$6.6 billion acquisition of IPG by Morgan Stanley Real Estate. The deal was the largest purchase of an Australian property firm by an overseas company and the first big entrant of private equity cash into Australia’s listed property trust sector. Partner involved: Garry Besson. (2007)
- Advising PBL on its A$5.5 billion recapitalisation of its media assets. The transaction involved the creation of ‘PBL Media’ – a joint venture with CVC Asia Pacific. The innovatively structured, landmark transaction was executed in less than six weeks and involved a complex interplay of regulatory, media law and corporate expertise. This deal won Debt Market Deal of the Year at the 2008 ALB Australasian Law Awards. Partners involved: Garry Besson, Andrew Bullock, James Lewis, Rachel Launders. (2007)
- Advising The Carlyle Group on its joint venture with National Hire Group Limited in a A$3 billion series of acquisitions culminating in the privatisation of Coates Hire Limited. The merged entity was the first example of private equity joint venturing with strategic partners in the industrial sector, and the first significant private equity acquisition in Australia since the crisis in the US sub-prime mortgage market. Partners involved: Bryan Pointon, Gary Lawler, Rachel Launders. (2007)
Mergers and Acquisitions Publications
Partners and Special Counsel
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Julie Athanasoff Tony Bancroft Rachael Bassil Charles Bogle Andrew Bullock | Marcello Cardaci David Clee Peter Cook Andrew Crook Rachel Launders | Adam Laura Neil Pathak Bryan Pointon John Williamson-Noble |