On 1 December 2016, the Takeovers Panel released its revised Guidance Note 12: Frustrating Action. Broadly, a ‘frustrating action’ is an action taken by a target board which results in a bid or potential bid being withdrawn, lapsing or not proceeding.
Mergers and 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.
- Vitol on its $2.9 billion acquisition of Shell’s Australian downstream assets, including the Geelong Refinery and 870 retail sites across the country.
- Aurora Oil & Gas on its $2.6 billion acquisition by Baytex.
- Woolworths Holdings Limited (South Africa) on its $2.2 billion acquisition of David Jones by scheme of arrangement.
- A consortium comprising Wilmar International Limited and First Pacific Company Limited, on the $1.9 billion (enterprise value) recommended acquisition of Goodman Fielder Limited.
- Energy Developments Limited on its $1.4 billion acquisition by DUET Group by Scheme of Arrangement.
- TPG led consortium, comprising of TPG, PAG and Canada’s Ontario Teachers’ Pension Plan on the $1.2 billion acquisition of DTZ, a global property services business of UGL Limited.
- Pacific Equity Partners on its sale of Hoyts Group to ID Leisure Ventures Limited, a China-based investment fund founded by entrepreneur Mr Sun Xishuang.
- SAI Global on its $1.1 billion proposed acquisition by Pacific Equity Partners.
- Westpac on its $8 billion acquisition of the Australian assets of Lloyds Bank.
- Gilbert + Tobin's Mergers & Acquisitions Team won M&A Deal of the Year at the 2016 Australasian Law Awards.
- For the 2015 calendar year Thomson Reuters ranked us: Fourth in Australia/New Zealand by value of announced M&A deals; Fifth in Australia/New Zealand by number of announced deals; and Fifth in Australia/New Zealand by value and number of completed deals.
- Gilbert + Tobin's Mergers & Acquisitions Team won M&A Deal of the Year for the Foxtel acquisition of Austar United Communications at the 2013 ALB Australasian Law Awards.
- Gilbert + Tobin's Mergers & Acquisitions Team is ranked Band 1 by Legal 500 2017.
- Gilbert + Tobin's Mergers & Acquisitons Team is ranked Band 1 by Chambers Asia-Pacific 2017.