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James Philips
|Partner

James Philips heads our Mergers and Acquisitions group in Sydney, and has executed deals valued at more than $100billion.

Recent transactions have included public and private M&A in the resources, financial services, REIT and innovative manufacturing spaces. Clients praise his tactical and strategic insights, as well as his technical strength.

Noted for his headline cross-border resource deals and joint venture expertise, James is also active in the firm’s PRC business, focusing on Chinese inbound direct investment.

His advice encompasses dealing with regulators (especially FIRB), advice to Boards, as well as equity capital markets transactions including initial public offerings, secondary raisings and underwritings.

James is recognised as a ‘leading individual’ in a number of mergers and acquisitions in independent directories, and is a regular commentator on the dynamics of the market and foreign investment.

He authored the expert guide, ‘Takeovers' in 'Australian Corporation Practice’, and lectures in Corporate Fundraising at the University of Sydney.

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. Minter Ellison had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.

IAG's proposed A$1.85 billion acquisition of Wesfarmers Insurance

Acted for Insurance Australia Group Limited (IAG) on the proposed $1.85 billion acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Limited, the number 1 and number 5 general insurers in Australia respectively. ACCC approval has been granted after close analysis but without the ACCC releasing a Statement of Issues. Acquiring an insurance group of companies out of a major retail group not only raises issues of inherited compliance risk, but also the potential risk of joint and several liability for consolidated tax group obligations of the wider group. This necessitated due diligence of past returns, existing income tax and GST sharing agreements and processes for clear exit, in addition to a detailed review of the tax compliance and risk management history of the target entities, as well as negotiating comprehensive tax warranties and indemnity as part of the share sale documentation.

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.

2014