Gilbert + Tobin is pleased to have advised Crescent Capital on its successful proportional takeover bid for Cardno Limited.

Cardno is an ASX-200 professional infrastructure and environmental services company. Crescent launched a proportional takeover bid for one out of every two Cardno shares on 14 September with the offer closing successfully on 2 November.

Crescent’s bid was initially hostile but, following negotiations during the offer period, Crescent and Cardno entered into an implementation agreement which resulted in Crescent increasing its offer price and waiving its bid conditions while Cardno agreed to changes in board composition (subject to Crescent obtaining voting power of at least 30%) and to the Cardno directors changing their recommendation to differentiate between shareholders with different investment horizons and risk profiles.

The Gilbert + Tobin deal team was led by Corporate Advisory partners Tim Gordon and John Williamson-Noble and supported by Corporate Advisory lawyer Wendy Hsu.

Tim Gordon commented “This was a very successful transaction executed by Crescent. The use of a proportional bid structure, as well as the terms of the implementation deed regarding the Board transition process and the differentiated recommendation, were innovative and resulted in a successful outcome for Crescent and Cardno shareholders. Gilbert + Tobin is delighted to have advised the Crescent team on its investment in Cardno.”

About Gilbert + Tobin’s corporate advisory team Gilbert + Tobin’s M&A team consistently advise on the largest deals in the market. In 2015 this includes Energy Developments Limited on its $1.4 billion acquisition by DUET Group via Scheme of Arrangement, advising a Consortium, comprising Wilmar International Limited and First Pacific Company Limited on the recommended $1.9 billion acquisition of Goodman Fielder Limited by way of a scheme of arrangement and advising Orica on the sale of its chemicals business.