Gilbert + Tobin’s prominent M+A and Banking & Infrastructure teams advise on industry-shaping deal which may see corporatisation of  West Australian grains co-operative Co-operative Bulk Handling Ltd (CBH).

Gilbert + Tobin today announced that it is advising a consortium comprising GrainCorp, Australian Grains Champion and HRL Morrison & Co.  The consortium, led by Australian Grains Champion, is proposing the corporatisation of Co-operative Bulk Handling Ltd (CBH), a Western Australian-based grain storage, handling and marketing co-operative. 

Australian Grains Champion’s proposal, which is subject to the satisfaction of conditions including a successful CBH grower member vote, involves the conversion of CBH from a co-operative into a company and the acquisition by AGC of 100% of the shares in CBH by way of a co-operative scheme of arrangement, for:

  • shares in AGC, such that CBH grower members, together with existing AGC shareholders, would own 100% of AGC’s shares before any initial public offering; and
  • a $600 million cash payment to grower members of CBH.

AGC will fund the proposed $600 million cash payment to CBH grower members by way of the issue of $300 million of convertible notes to HRL Morrison & Co (acting on behalf of underlying Australian superannuation investors) and $300 million of notes to GrainCorp (with detachable warrants which, if exercised, will result in GrainCorp acquiring $300 million of shares in AGC).

If the proposal is successful, AGC will also issue to GrainCorp an option to subscribe for an additional $300 million of shares in AGC.

Gilbert + Tobin is delighted to be advising the consortium on a landmark transaction in Australian agribusiness.

“We’re pleased to have been involved in this industry-shaping deal which presents Western Australian growers with the opportunity to capitalise on their investment in CBH through an immediate cash return and the holding of shares in a corporatised CBH, while delivering opportunities for GrainCorp’s shareholders and the Australian agricultural industry,” said lead partner John Williamson-Noble.

The Gilbert + Tobin deal team was led by Corporate Advisory partners John Williamson-Noble, Tim Gordon and Sarah Turner and Banking & Infrastructure partner John Schembri. The deal team also included lawyers Rachel Jones and Chris Morse.

Gilbert + Tobin previously advised GrainCorp on its proposed $2.2 billion acquisition of AWB and more recently on the $3.4 billion proposed takeover offer by Archer Daniels Midland.

Gilbert + Tobin’s market-leading M&A team acted on 4 of the top 5 deals announced in 2015 and is ranked in Band 1 in Chambers Asia Pacific 2016 and Legal 500 Asia Pacific 2015.   

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