17/08/2021

Gilbert + Tobin has advised APN Property Group (APN) on its $320 million acquisition by Dexus by way of scheme of arrangement.

APN is a specialist real estate investment funds management business, managing two ASX-listed REITs (APN Industria REIT and APN Convenience Retail REIT), approximately $3 billion of funds under management and over $130 million of co-investments in its managed vehicles.

Dexus is one of Australia’s leading real estate groups with a portfolio value of $42.5 billion. The acquisition will see APN’s portfolio operate under the management of Dexus, allowing Dexus to expand and diversify its portfolio.

G+T advised APN on all aspects of the transaction, involving the acquisition of APN’s stapled security structure requiring a company scheme of arrangement and a trust scheme. The parties and their advisers worked together efficiently to implement the transaction in just over three months from announcement.  G+T drew on its knowledge of APN’s structure gained from having advised APN and its listed REITs on a number of transactions over many years, including the IPO of APN Convenience Retail REIT, sale of Generation Healthcare Management to NorthWest Healthcare REIT and the takeover of Generation Healthcare REIT by NorthWest Healthcare REIT. 

The transaction was led by Co-head of M&A/Corporate Advisory Neil Pathak and M&A/Corporate Advisory partner Susannah Macknay, together with partner Craig Semple, lawyers Bridget Sutton, Amanda Atkins and Sarah McArthur and graduate Karen Fanning. Disputes + Investigations lawyers Alexandra Whitby and Oli Scheiber assisted on court matters for the schemes, and Tax Partner Julian Cheng advised on tax aspects of the deal.  

M+A Partner, Susannah Macknay said: “We are delighted to have worked with APN on this significant and complex transaction involving two of Australia’s largest listed property players. Public company acquisitions of stapled securities structures, in this case involving interconnected company and trust schemes are not common and are intricate. We are pleased to assist APN to close the transaction in a relatively short period of time.”

Co-Head of M+A/Corporate Advisory Neil Pathak, said: “We feel privileged to have advised APN over many years on a number interesting transactions including this one. We congratulate APN, its directors and management team on achieving an outstanding outcome for its shareholders. We look forward to seeing Dexus continue to grow its portfolio in the Australian market with the new funds they have acquired.”

Gilbert + Tobin’s M+A and Corporate team has advised on many of Australia’s largest and most innovative transactions across a broad range of industries, including recently advising Afterpay on its proposed $39 billion acquisition by Square, Inc., PowAR consortium on its $3 billion take private of Tilt Renewables, Cleanaway on its proposed $2.5 billion acquisition of Suez’s Australian busines, KKR on the proposed acquisition of Colonial First State from CBA, and MIRA and Aware Super on the acquisition of Vocus.