G+T has advised GrainCorp Limited (GrainCorp) on the c.$332m sale of its Australian Bulk Liquid Terminals business to ANZ Terminals Pty Ltd (ANZ Terminals), which the Australian Competition and Consumer Commission (ACCC) approved on 15 November 2019 following a complex in-depth review.

The ACCC’s decision is subject to an undertaking from ANZ Terminals under which it has agreed to divest its terminal at Osborne, South Australia, and to seek ACCC clearance of any future land acquisition it proposes at Coode Island, Melbourne. The Proposed Transaction also excludes the business and assets of GrainCorp’s bulk liquid storage facility at Port Kembla, New South Wales, which will continue to be owned and operated by GrainCorp.

GrainCorp CEO Mark Palmquist noted they are “pleased with the outcome of the ACCC review, which represents a significant step towards completing the sale of our Australian Bulk Liquid Terminals business.” GrainCorp undertook a Portfolio Review which supported the sale of its Australian Bulk Liquid Terminals. The sale to ANZ Terminals, along with entry into a long-term storage agreement, secures GrainCorp ongoing access to storage to support its fats and oils business. The sale will also allow GrainCorp to release capital and unlock significant value for shareholders.

Competition, Consumer + Market Regulation partner Elizabeth Avery and her team, including Amelia McKellar, Tim Kelly, Jacqueline Reid, Jack Coles and graduate Neeharika Maddula, provided competition law advice from the inception of the deal and throughout the ACCC’s two stage review of the transaction, which ultimately culminated in ACCC clearance. The corporate advisory team that lead the earlier M&A aspects of the transaction, was headed by partner John Williamson-Noble, and his team including Chris Morse, who were supported from experts in the Technology + Digital, Real Estate and Property, Banking + Infrastructure and Tax teams.

While the Proposed Transaction remains subject to other conditions, including Foreign Investment Review Board approval, GrainCorp expects that the Proposed Transaction will complete by the end of the year.

Elizabeth Avery commented, “this was a significant milestone for GrainCorp towards securing the sale of its Australian Bulk Liquid Terminals business, enabling GrainCorp to proceed with the next step of its corporate evolution. We are delighted to have advised and supported GrainCorp throughout the process, ultimately securing clearance for the deal subject to undertakings.”.

Gilbert + Tobin’s Competition and Regulation Group is the pre-eminent competition practice in Australia. They are known for achieving outstanding commercial results, through innovative solutions and perseverance even when previous applications for transaction clearance or dispute settlement have failed. The practice group consists of seven partners, five special counsel and over 35 lawyers. The team was named the leading firm in Asia-Pacific for Competition (Who’s Who Legal 2018), ranked Band 1 for Competition/Antitrust (Chambers Asia-Pacific 2019) and Tier 1 for Competition + Trade (Legal 500 2019).