G+T has advised Afterpay Limited (Afterpay) (ASX: APT) on the acquisition of Afterpay by Square, Inc. (Square), a NYSE-listed company operating in the payments space, by way of an all-scrip scheme of arrangement. The transaction values Afterpay at $39 billion and, on implementation, will be the largest public M&A deal in Australia’s history.

Afterpay and Square today announced that they have entered into a Scheme Implementation Deed under which Square has agreed to acquire all of the issued shares in Afterpay by way of all scrip scheme of arrangement implying a value for Afterpay of $39 billion based on the closing price of Square common stock on 30 July 2021.

Afterpay, the pioneering global 'buy now, pay later' (BNPL) platform, will accelerate Square’s strategic priorities for its Seller and Cash App ecosystems. The acquisition brings together two of the fastest growing global fintech brands to advance their shared mission of economic empowerment and financial inclusion.                                        

On implementation, the transaction will be the largest public M&A deal in Australia’s history and the largest cross border fintech deal globally. 

G+T’s market-leading M&A team was led by Partners Peter Cook and Rachael Bassil with lawyers Olivia Blakiston, Elizabeth Cameron and Clancy Bradshaw heavily involved in the deal aspects.  Competition + Regulatory Partner Charles Coorey, consultant Zoe Hodgins and lawyer Robert Albertson Kill advised on competition and regulatory aspects of the transaction.  The deal team was supported by a large group of dedicated lawyers across the Firm.

Peter Cook said “We are so appreciative to have played a role in bringing together two dynamic, innovative, founder-led companies.  Afterpay’s story is an incredible one, and this transaction represents important global recognition for the Australian technology sector. It is an endorsement of Ant and Nick’s vision that has reshaped the consumer finance sector.” 

Rachael Bassil said “It was a pleasure to have advised Afterpay on this transformational transaction, representing the largest public M&A transaction in the Australian market. It’s been a privilege to work with the world class management team at Afterpay.”

The transaction is expected to be implemented in the first quarter of calendar year 2022.

Gilbert + Tobin’s market-leading M&A and Corporate team has advised on many of Australia’s largest and most innovative transactions, including recently advising Macquarie Infrastructure and Real Assets (MIRA) on its proposed $2.4 billion acquisition of Bingo Industries Limited by scheme of arrangement, MIRA and Aware Super on $3.5 billion acquisition of Vocus, KKR on the proposed acquisition of a 55% interest in Colonial First State (CFS) and establishment of a joint venture with Commonwealth Bank of Australia, with the transaction valuing CFS at $3.4 billion, GrainCorp on the demerger of its international malting business by way of scheme of arrangement and ASX listing, DuluxGroup on its $4.2 billion takeover by Nippon Paint by scheme of arrangement - the largest trade/strategic takeover in Australia in 2019, and Anheuser-Busch InBev on the $16 billion sale of Carlton & United Breweries to Asahi Group, the largest M&A transaction in Australia in 2019/20.