Mergers and Acquisitions
"Their M&A people are just excellent and they can handle really major transactions." Chambers Asia-Pacific 2012
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.
- 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.
- Bennamon Pty Ltd – on the sale of its 19.9% shareholding to Esk Holdings/Tyrrell as part of its takeover of NCI by scheme of arrangement valued at $123 million. Partner involved: Neil Pathak (2012).
- Orica – on its joint venture with Yara and Apache to build a US$800 million ammonium nitrate plant on the Burrup peninsula and related Pilbara marketing arrangements. Partners involved: Neil Pathak, Gina Cass-Gottlieb and Emmanuel Confos (2012).
- DuluxGroup – on its $195 million unsolicited off market cash takeover offer of Alesco Corporation Ltd, the garage doors and construction products supplier. Partners involved: Neil Pathak, Tony Bancroft and Alexander Danne (2012).
- Pacific Equity Partners – on the proposed takeover of Spotless Group via a scheme of arrangement. Partners involved: Andrew Bullock, Rachael Bassil and David Clee (2012).
- Telstra – advising Telstra, as a FOXTEL partner, on FOXTEL’s acquisition of AUSTAR, incorporating complex competition law issues and implementing a joint bid. Partners involved: Bill Spain, Tony Bancroft, David Clee, Gina Cass-Gottlieb, Luke Woodward and Peter Waters (2012).
- Ludowici Limited – advising on competing proposals from FLSmidth and The Weir Group PLC to acquire all of the issued capital of Ludowici Limited including takeovers panel proceedings. Partners involved: Rachael Bassil and Peter Cook (2012).
- Charter Hall Independent Directors Committee – advising the committee on considering, developing and negotiating the $1.74 billion acquisition via a Court sanctioned trust scheme of the Charter Hall Office REIT (CQO), by a consortium comprising an affiliate of Singapore Government’s GIC fund, the Canadian pension fund, the Public Sector Investment Board and a member of the Charter Hall Group. Partners involved: Tony Bancroft and David Clee (2012).
- Conquest Mining Limited – on its merger of equals with Catalpa Resources Limited involving an inter-conditional purchase of assets from Newcrest Mining Limited in exchange for an interest in the merged entity, Evolution Mining Limited, of approximately 38%. Partners involved: Tony Bancroft and David Clee (2012).
- Silver Lake Resources Limited – on its acquisition of Phillips River Mining Limited by way of scheme of arrangement. Partner involved: Marcello Cardaci (2012).
- Exxaro Resources Limited – on its cash takeover bid for African Iron Limited. Partners involved: Neil Pathak and Julie Athanasoff (2012).
- 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 did not already own, valuing Coal & Allied at $10.8 billion. Partner involved: David Clee (2012).
- CTEC and Forge Group Limited – advising CTEC as the seller and Forge Group Limited as the buyer on the acquisition of 100% of its shares CTEC by Forge Group Limited through a Chinese wall arrangement. Partners involved: David Martino and Julie Athanasoff (2012).
- Bennamon Pty Limited – on 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).
- CVC – in connection with its acquisition of a majority interest in the Virgin Active Group. Partner involved: Rachael Bassil (2011).
- Bayard Capital Management Pty Ltd – advising Bayard Capital Management and the founders on the $2.3 billion disposal of utility meter reading developer Landis+Gyr. Partner involved: Andrew Bullock (2011).
- 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).
- Blackstone – advising the US private equity group 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).
- Coates Hire Operations Pty Ltd – on the acquisition of Tru Blu Australia Pty Ltd. Partner involved: Charles Bogle.
- Crescent Gold Limited – on its recommended off market takeover by Focus Minerals Limited. Partner involved: Marcello Cardaci.
- Shield Mining – on the takeover for Shield Mining by Gryphon Minerals Limited. Partner involved: Marcello Cardaci.
- DMC Mining Limited – in its defence for takeovers offers made by Meijin Energy Group and Cape Lambert Resources Limited. Partner involved: Marcello Cardaci.
- 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).
- 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).
- Arrow Energy – on the $3.5 billion takeover by Shell and PetroChina. Partners involved: Janine Ryan (2010).
- 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).
- Pacific Equity Partners – acting for funds advised by private equity firm on the off market takeover bid for all the shares in Energy Developments Limited. Partners involved: Andrew Bullock and Bryan Pointon (2010).
- 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).
- 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).
- 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: John Williamson-Noble, Gina Cass-Gottlieb, Luke Woodward (2008).