Since the introduction of the demerger rules in Division 125 of the Tax Act in 2002, Gilbert + Tobin has advised on numerous demergers, including some landmark transactions, such as the first three-way demerger and scrip-for-scrip acquisition involving Foodland, Metcash and Woolworths. Over that time, we have seen a narrowing by the Commissioner of Taxation (ATO) of the scope of the demerger provisions.
Mergers + Acquisitions
Our Mergers and Acquisitions team works on many of Australia’s largest, most complex and most closely watched M&A deals, holding its own amongst our firm’s global competitors. 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.
Australia’s mergers and acquisitions environment is subject to rapid change and significant market scrutiny by regulators and increasingly sophisticated investors. Businesses need outstanding legal and strategic advice from early on if they are to achieve their commercial objectives. We have proven experience in working effectively with key corporate regulators including the Australian Securities and Investments Commission, the Australian Securities Exchange and the Takeovers panel. Our innovative team is highly regarded for its competition and regulatory experience.
As our client, you’ll have the opportunity to meet every member of the team working on your deal. Our lawyers will work closely with you and your financial and other advisors to understand your needs so that 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.
- Advising investors, such as hedge funds, on takeover developments and strategies.
Our experience includes advising:
- Harbour Energy on its $14.4 billion takeover bid to acquire Santos.
- Beach Energy Limited’s $1.585 billion acquisition of Lattice Energy Limited.
- CHAMP Private Equity on the $1 billion sale of Accolade Wines to the Carlyle Group.
- Quadrant Private Equity on its sale of the Real Pet Food Company for $1 billion to a consortium of investors led by Temasek, the New Hope Group and Hosen Capital.
- IOOF on its acquisition of ANZ’s OnePath Pensions and Investments and aligned dealer groups businesses for $975 million.
- Yancoal Australia’s Independent Board Committee on the company’s US$3.4 billion acquisition of Coal & Allied Industries from Rio Tinto and the related capital raising.
- The Stars Group Inc. on its acquisition of 80 percent of CrownBet and on CrownBet’s successful bid to acquire William Hill Australia.
- Cleanaway Waste Management on its proposed $671 million acquisition of Tox Free Solutions by scheme of arrangement.
- Pacific Equity Partners and The Carlyle Group’s $1.23 billion acquisition of iNova Pharmaceuticals from the Valeant Group.
- TPG Consortium on its $2.75 billion proposal to takeover Fairfax.
- The NSW Government on the $2.6 billion privitisation of the State’s land titling registry.
- Spotless Group on the defence of the unsolicited, hostile $1.3 billion takeover bid by Downer EDI Limited.
- Ansell on the $600 million sale of its sexual wellness business to a consortium consisting of Humanwell Healthcare Group, a Shanghai listed company, and CITIC Capital China.
- Gilbert + Tobin's Mergers & Acquisitions Team was named M&A Law Firm of the Year in Best Lawyers Australia 2019.
- Gilbert + Tobin's Mergers & Acquisitions Team is ranked Band 1 by Chambers Asia-Pacific 2019
- Gilbert + Tobin's Mergers & Acquisitions Team is ranked Band 1 by IFLR1000 2019.
- Gilbert + Tobin's Mergers & Acquisitions Team is ranked Band 1 by Legal 500 2018.
- Gilbert + Tobin's Mergers & Acquisitions Team won Australian Deal of the Year, M&A Deal of the Year and International Deal of the Year at the 2018 Australasian Law Awards.