Oude-Vrielink, Bart - Meet MinterEllison

Currently advising Japan's Hitachi Construction Machinery Company Limited on its recommended A$976.1 million takeover bid for Bradken. Bradken's complex capital and debt structure required that the offer terms be carefully constructed. Particular attention was focused on the treatment of redeemable convertible preference shares Bradken issued in July 2015, the complex share performance rights Bradken has on issue and Bradken's multiple layers of significant debt, the repayment of which is accelerated on a change in control. In addition, as Bradken has substantial business operations outside Australia, the legal due diligence was extensive and meant that the nature and scope of foreign regulatory conditions to the offer had to be carefully considered. Further, we devised creative strategies to deliver acceptance momentum in the face of what was initially a heavily conditional offer and, even once the offer conditions were satisfied or waived, there was still a material impasse with acceptance levels that had to be effectively managed to deliver control of Bradken to Hitachi.

Advised Patties Foods Limited in response to the 'friendly' takeover offer received from Pacific Equity Partners, a leading private equity firm. The takeover was structured as a scheme of arrangement and valued Patties at A$307 million. Patties Foods Limited is an Australian food manufacturing company that owns a portfolio of iconic Australian brands. The Patties scheme was particularly complex due to Patties shareholders being offered an alternative to elect unlisted shares in the private equity bid vehicle instead of cash consideration for between 40%-100% of their Patties shares. The unlisted share alternative was subject to minimum and maximum caps and potential scale back. The unlisted scrip alternative also required Patties' scheme booklet to comply with prospectus disclosure requirements. Further complexity also arose from the cash consideration being reduced by the payment of a special dividend to eligible Patties shareholders.

Advised Dixon Hospitality Group in relation to its acquisition of Like Minded People Pty Ltd, the parent company of Open Door Pub Co Pty Ltd, which operates 17 non-gaming hotels in Victoria and New South Wales; and advised on fundraising to finance the acquisition.

SB&G Hotel Group acquires A$500m hotel portfolio

Acted for SB&G Hotel Group on its hotel portfolio acquisition from Eureka Funds Management. The portfolio of hotels includes the Intercontinental Melbourne, Crowne Plaza Melbourne, Crowne Plaza Coogee, Crowne Plaza Canberra and Holiday Inn Potts Point. SB&G Hotel Group is now the largest owner of IHG-operated hotels in Australia, employing more than 800 staff.

A$530 million takeover of Warrnambool Cheese & Butter by Saputo Inc

Advised Warrnambool Cheese and Butter Factory Holdings Limited (WCB) in responding to competing takeover offers from Bega Cheese (hostile), Saputo (recommended) and Murray Goulburn (unsolicited). This was one of the most vigorous auctions for control in recent Australian Corporate history, with a total of 9 bids made by the three bidders. Saputo's winning bid valued Warrnambool at approximately A$530m.

Bupa acquisition of Dental Corporation

Advised Dental Corporation Holdings Limited (Dental Corp) in relation to its A$500m acquisition by Bupa Health Pty Ltd by scheme of arrangement.

Citadel Resource Group Limited A$1.25bn takeover of Equinox Minerals

Advised ASX-listed Citadel Resource Group Limited, on the recommended A$1.25bn cash and scrip takeover offer from copper producer Equinox Minerals Limited. The deal combined Citadel's advanced Jabal Sayid copper and gold project in Saudi Arabia with Equinox's Lumwana copper project in Zambia to form a company with a potential 260,000 tonnes of copper production a year by 2015. The successful takeover launched the combined group into the mid-tier of global copper producers.

Gloucester Coal merger with Yancoal Australia

Advised Gloucester Coal on its A$8bn merger with Yanzhou Coal Mining and its wholly owned subsidiary Yancoal Australia by scheme of arrangement. This was the biggest investment by a Chinese state-owned company in Australia's coal industry, continuing a trend of state-backed entities seeking to shore up China's resource security. It created one of Australia's largest listed mining companies, operating mines in NSW and Queensland and with investments in two coal export terminals – Wiggins Island in Gladstone and NCIG in Newcastle.

Healthscope acquisition by TPG/Carlyle

Advised Healthscope in its A$2.7bn takeover by scheme of arrangement by private equity consortium Texas Pacific Group (TPG) and The Carlyle Group. The recommended offer was the culmination of an intense bidding war between a number of private equity groups. Given the bidding duel, the transaction dynamics and strategies changed regularly and quickly. We had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.

A$61 million White Cloud acquisition of Careers Australia

Advised White Cloud Capital Advisors on the A$61 million acquisition of the 54.8% share in Careers Australia Group. In a fast moving and complex takeover involving a rival bidder, our team had to assist White Cloud to present Careers Australia Group with a strategy to terminate the Bid Implementation Deed between Careers Australia Group and Crescent Capital Partners to enable Careers Australia Group's independent directors to recommend the White Cloud bid. This took White Cloud's share in Careers Australia to 100%.

Mirvac sale of its hotel management business

Advised listed A-REIT Mirvac on the sale of its hotel management business, Mirvac Hotels & Resorts and various associated investments to a consortium comprising Accor Asia Pacific and Singapore-based Ascendas. The complex transaction involved the concurrent sale of the hotel management business and the stake in an unlisted hotel fund which will see Accor take on the management of 48 hotels and also acquire, with Ascendas, a stake in an unlisted Mirvac hotel fund that owns seven properties.

A$500 million acquisition of U&D Mining Industry by U&D Coal

Advised on the acquisition of all the issued capital of U & D Mining Industry (Australia) Pty Ltd by U & D Coal Limited. The acquisition occurred as part of an IPO process. The transaction involved the acquisition of a material set of near term highly prospective coal assets which form the key projects under pinning U&D's IPO.

A$2.37 billion Cheung Kong Consortium takeover of Envestra

Acted for Cheung Kong Holdings Limited, Cheung Kong Infrastructure Holdings Limited & Power Assets Holdings Limited in the successful takeover of Envestra Limited, one of Australia's largest natural gas distributors.