The transaction, which has entered into its pilot-phase, involves the formation of a joint venture company by Westpac, ANZ, CBA, Scentre Group and IBM and the engagement of IBM for the development and implementation of a digital platform using blockchain technology to transform the way businesses obtain and manage bank guarantees.
G+T’s involvement on this project has been multi-faceted, advising Westpac on the formation of the JVCo itself and the associated contractual arrangements, on its rights and obligations vis a vis IBM as the key technology service provider, on its regulatory obligations in Australia, and on the compliance with competition laws. This included, amongst other things, advising Westpac on and negotiating the framework of the shareholder arrangements (including the commercialisation phase), negotiating the proposed commercial and technology models, navigating the treatment of intellectual property rights, advising on data protection and information security matters, and assisting Westpac with its overall risk assessment.
This transaction represents a potential industry solution that participants could not have individually implemented. The distributed ledger-based platform, once developed and piloted, is anticipated to streamline current bank guarantee processes from a timing and risk perspective.
Lead Partner, Adam D’Andreti, says: “We are extremely excited to have been involved on this novel transaction for Westpac and the Australian financial services sector more generally. The complexity of this transaction posed unique challenges. The deal required detailed and bespoke risk analysis to be undertaken, new contract structures to be developed and creative problem solving to negotiate and implement almost all aspects of the transaction, which skills lie at the heart of our multi-specialist and adaptable teams. It was especially pleasing to have G+T’s leading M&A, technology, intellectual property and competition and regulatory teams work together seamlessly to assist Westpac in this important endeavour.”
Technology Partner, Simon Burns, says: “We are delighted once again to be assisting the Westpac team on such an innovative project that will ultimately deliver better services to Westpac customers. We are able to draw on our deep understanding of emerging technology and complex contracting to help deliver this project.”
The G+T team was led by corporate partner Adam D’Andreti with support from corporate lawyer Ilona Hunnisett. Partner Simon Burns led the Technology aspects of the transaction with support from lawyer Nikhil Shah. Partner Elizabeth Avery led the Competition + Regulation aspects with support from lawyer Richard L’Estrange. Lawyer Rebecca Smith provided Intellectual Property support.
Gilbert + Tobin’s market-leading Corporate Advisory team has advised on many of Australia’s largest and most innovative transactions, including recently advising DuluxGroup on its proposed $4.2 billion acquisition by Nippon Paint, BGH Capital on its proposed $2.3 billion acquisition of Navitas, TPG on its $665 million acquisition of Greencross and Viva Energy on its $2.65 billion IPO.