Partnering with clients to provide on-demand contract lawyers, giving in-house legal teams the confidence to be agile.
Directions in Public M&A presents the trends shaping the public M&A market in Australia.
MinterEllison’s expertise covers the full spectrum of M&A transactions, both in the public markets domain and by private treaty. Our M&A lawyers advise across a range of industries, particularly energy and resources, transport, financial services, technology, media and telecommunications, and health and ageing.
We act for a large and established client base of international and Australian clients in both hostile and recommended public company takeover bids, public-to-private transactions, private treaty trade sales and acquisitions, as well as joint venture arrangements, mergers, privatisations and reconstructions by schemes of arrangement.
Our M&A team is experienced in developing strategy and working closely with our clients’ financial advisers to successfully execute an agreed strategy. As Asia Pacific’s largest law firm, we have the ability to speedily assemble an M&A transaction team with the depth of resources required to implement transactions efficiently, including those with cross border operations.
As well as assisting with clients’ negotiation and execution strategies, we advise on transaction risk identification and allocation.
Our internal structure allows us to bring together expert, integrated M&A teams, including lawyers with applicable industry credentials and legal expertise in competition, tax structuring and acquisition finance, as client and transaction requirements dictate.
Our tax structuring expertise is one of the deepest in our region, and has benefited many of our M&A clients. In competition law, we have leading experts, one of whom has written the leading textbook in the field that is now in its 30th edition.
Advised Vitaco Holdings Limited (Vitaco), an Australian and New Zealand nutritional products company, on the acquisition and take private of Vitaco by Shanghai Pharmaceuticals and Primavera Capital by way of scheme of arrangement.
Advised Kajima Australia on its majority acquisition of construction group, Cockram Construction in Australia, New Zealand, the United States, Hong Kong, Peoples Republic of China, India and other countries in Asia.
Advised CGU Insurance Limited on its agreement with AAI Limited to refer each party's existing marine insurance business to NTI to create Australia’s leading marine insurance specialist – Marine Protect: Powered by NTI. NTI is a joint venture owned and underwritten 50/50 by CGU and AAI.
Acted for IKEA Pty Ltd in its acquisition of Cebas Pty Ltd, the owner and operator of the IKEA franchises in Western Australia and South Australia.
Advised private equity fund Allegro Funds on its sale of Great Southern Railway Holdings Pty Ltd (GSR) to Quadrant Private Equity. Great Southern Railway operates various luxury railway packages throughout Australia.
Advised Ping An Real Estate (PARE), the primary real estate investment platform of Ping An Insurance (Group) Company of China Ltd (Ping An), on their acquisition of a 50% interest in a joint venture with Mitsubishi and Lendlease, to develop a landmark tower at Circular Quay. Established in 2010 in Shenzhen, PARE is the global real estate investment and asset management platform of Ping An with AUM over US $26 billion as of September 2016. The acquisition is the first commercial property investment made by PARE in Australia.
Advised Viva Energy Australia on its acquisition of Shell Aviation Australia Pty Ltd for approximately USD$250 million
Advised an international private equity investor on the proposed acquisition of a solar farm project being developed under the ACT solar auction scheme, including advice on the large scale solar feed in tariff regime.
Advised AMP on the scheme under Part 9 of the Life Insurance Act 1995 (Cth) to transfer the Australian and New Zealand life insurance business of The National Mutual Life Association of Australasia Limited to AMP Life Limited.
Acted for Hong Kong listed investment giant Fullshare Holdings Limited in relation to its A$77m acquisition of 90% stake in Sparrow Early Learning, a leading Australian childcare provider which owns and operates a portfolio of childcare centres in Queensland and Victoria. Our role included conducting due diligence on the target, advising on regulatory issues and negotiating and preparing acquisition documents, including a new shareholders agreement.
Advised C.H. Robinson on the acquisition by C.H. Robinson (Australia) Pty Ltd of A.J. Considine Proprietary Limited and its subsidiaries. A.J. Considine Pty Limited owns, through its subsidiaries, the APC Logistics international freight forwarding and customs broking business in Australia and New Zealand. C.H. Robinson is a US publicly listed company with its common stock being listed on USA's NASDAQ Global Select Market.
Advised CIMIC on it $230 million off market takeover bid for ASX Listed Sedgman Limited.
Advised HUB24 Limited on its proposed acquisition of leading fintech Agility Applications Pty Ltd. Our role involved advising HUB24 in all major aspects of the transaction, including structuring, legal due diligence and transaction documentation.
We acted for NIBE Industrier AB, a Swedish listed entity, on the acquisition of a 65% stake in FPI Fireplace Products International Ltd, a company incorporated in Canada, including its Australian subsidiary Fireplace Products Australia Pty Ltd (FPA). The remaining 35% of the shares are subject to a call option and can be exercised until 2022. FPI's operation include the development, production and marketing of hearth products. FPA is responsible for the sales and distribution aspects of the business in Australia and New Zealand.
Acted for ASX-listed Contango Microcap Limited on the sale of its investment management arm to an MBO consortium.
Advised Iron Mountain Incorporated on the sale of certain assets of its Australian records management business to a consortium of buyers led by US private equity firm Housatonic Partners for AU$70 million.
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.
Acted for Outsourcing Inc, a Japanese listed entity, on the acquisition of a majority stake (80%) in the Beddison Group, one of Australia's largest privately owned workforce and labour hire specialists in Australia.
Acted for the Crothers Brothers and the other vendors on the sale of 100% of Burra Foods, a dairy ingredients processor and exporter based in South Gippsland, for approximately $310,000,000 to a consortium of Chinese buyers led by Inner Mongolia Fuyuan Farming Co Ltd, including CIC Investment Fund and COFCO. In addition, advised the Crothers and other vendors on the reinvestment in the purchaser for an aggregate of approximately 20 per cent.
Advised Baring Private Equity Asia (Baring) in relation to its A$1.2 billion buyout and take-private proposal of ASX listed SAI Global Limited (SAI Global).
Advised Legend Holdings Corporation on its acquisition of a 90% interest Kailis Bros Seafood.
Advised Mercer Investments on the acquisition of a 25% interest in 420 George Street, a 31-level office tower in the heart of the Sydney CBD.
Advised engineering and construction company SMEC Holdings Limited on its acquisition by Surbana Jurong Private Limited through a scheme of arrangement.
Advised CGU Insurance Australia Limited (a subsidiary of IAG) on the sale by Swann Insurance (Aust) Pty Limited of a number of channels of its intermediated insurance distribution business to Eric Insurance Limited.
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 Plenary Group Holdings Pty Ltd [and Plenary Group Pty Ltd as trustee for the Plenary Group Unit Trust] in relation to the acquisition by an investment vehicle of Caisse de dépôt et placement de Québec of a 20% equity interest in the Plenary Group for a subscription price of $58.5 million, including advising on the implementation of an internal corporate restructure in preparation for the acquisition.
Advised on the sale of 100% of the shares in Australian Glass Group (Holdings) Pty Ltd to a New Zealand listed entity, Metro Performance Glass Limited, for A$43 million.
MinterEllison acted for Brookfield Office Properties in the sale of Macquarie Group's headquarters on Sydney's King Street Wharf precinct for $525 million to Charter Hall, in the largest single office property deal for Sydney since 2014.
Advised QANTM Intellectual Property Limited in relation to its initial public offering and listing on the Australian Securities Exchange, which included a restructure of the Davies Collison Cave and FPA Patent Attorneys partnerships in connection with listing.
MinterEllison advised ASX listed company, Virtus Health Limited, on its acquisition of Canberra Fertility Centre. Canberra Fertility Centre specialises in assisted reproductive technology procedures such as gamete intrafallopian transfer (GIFT) and In vitro fertilisation (IVF) in the Australian Capital Territory. Virtus Health Limited is Australia's largest assisted reproductive services provider. Virtus acquired 100% of Canberra Fertility Centre.
Advised ACCO Brands Corporation on its definitive agreement to acquire the remaining 50% of Pelikan Artline Pty Limited, its joint venture company serving the Australia and New Zealand markets. Pelikan Artline will be combined with ACCO Brands' existing businesses in Australia and New Zealand.
MinterEllison advised Fortius Funds Management Pty Ltd on the sale of a 75% interest in 420 George Street, a 31-level Grade A office tower which sits above MidCity Centre Retail Mall on Pitt Street, Sydney. The 75% interest was sold to Investa Property Group via its wholesale fund, ICPF. The transaction was effected by way of the sale of units in intermediary holding trusts.
MinterEllison advised venture capital fund, Sapien Ventures, on its first investment in Sydney based Fintech startup, HashChing. HashChing's platform is a marketplace for prospective home buyers to choose mortgage brokers. HashChing connects prospective borrowers directly to independent verified mortgage brokers who seek to further negotiate a better interest rate from lenders.
MinterEllison acted for Wolseley Private Equity on its exit from Cartridge World, a global leader in inkjet and laser cartridge refilling, by way of a trade sale. The transaction involved the share sale of three Cartridge World entities by the Australian holding Company, Cartridge World Australia Holdings Pty Ltd. The three entities were based in the United Kingdom, United States of America and Australia. The buyer was a Chinese corporation, Suzhou Goldengreen Technologies Ltd.
Advised management shareholders of Guardian Early Learning Group on the A$440 million sale by Navis Capital Partners of a controlling stake in Guardian Early Learning Group to Partners Group.
Advised Air Liquide S.A. on the expansion of its Australian healthcare division through a number of acquisitions in the sleep apnoea treatment market.
Asciano is one of Australia's largest logistics firms, with a transaction value of A$9.05 billion, this transaction is one of Australia's largest ever takeovers. The joint transaction arose out of the highly unusual situation where two competing bidders 'joined forces'.
The deal involved numerous iterations of a large number of complex transaction documents, in respect of both the initial transaction and for the joint transaction. The transaction involved an international consortium comprising eight of the world's largest infrastructure investment funds, sovereign wealth funds and pension funds.
From a competition perspective, the joint transaction was structured to address potential competition issues raised by the ACCC in relation to the initial individual consortium bids and will result in what should be an outcome acceptable to the ACCC. In particular, to allay ACCC concerns, Brookfield and Qube will have no interest in the Pacific National rail business and Qube will not acquire an interest in the Bulk & Automotive Port Services businesses.
Advised Alcoa of Australia on the sale of its stake in DBP, the owner and operator of the Dampier to Bunbury Natural Gas Pipeline, to DUET Group for A$205 million. DBP is currently owned 20 per cent by Alcoa and 80 per cent by DUET (in aggregate). As part of the transaction Alcoa will maintain its current access to approximately 30 per cent of the pipeline's transmission capacity for gas supply to its three alumina refineries. Alcoa is Western Australia’s largest user of natural gas and biggest pipeline customer.
Participation in the all cash off market proportional takeover bid made by Crescent Capital Partners to acquire to acquire 1 out of every 2 shares in ASX listed Cardno Limited.
Advised on all aspects of the merger between State-owned energy companies Ergon Energy and Energex, including review of legislation, development of implementation plans, due diligence and establishment of relevant corporate entities.
Advised Hong Kong's Guardforce Group Ltd, a subsidiary of the Shanghai Stock Exchange listed China Fire & Security Co. Ltd, on the acquisition of SECURECorp and SECUREclean, a national security and cleaning business.
Acted for software app developer Readify Limited on the sale of 100% of Readify to Telstra.
MinterEllison and Minter Ellison Rudd Watts advised Tegel Group Holdings Limited on its initial public offering and associated listing on NZX and on ASX (as a foreign exempt listing).
Acted for Murray River Forests Pty Limited, an entity managed by Global Forest Partners LP, on the sale of approximately 5,500 plated hectares of freehold land and interests in 750 hectares of neighbouring plantations in southern New South Wales. Having advised on the entire lifecycle of the investment, our team brought significant expertise and experience to the transaction to maximise the outcome for the client.
Advised Kempe Engineering Group on the sale of its aluminium smelting businesses in Australia, UAE, Qatar, Saudi Arabia and Mozambique to listed Finnish company, Outotec Oyj.
MinterEllison advised Vocus Communications Limited on its $4 billion merger with M2 Group Limited to create the fourth largest telecommunications service provider in Australia. The merger was signed and announced on Monday 28 September and completed on 22 February 2016. It was effected by way of a scheme of arrangement under which Vocus acquired 100% of the shares in M2, which provides retail telco services under various consumer brands including Dodo and iPrimus. This transaction continues MinterEllison's central role in the consolidations of ASX-listed telcos in Australia in 2015/2016 as they each vie for position in the NBN environment. Earlier in 2015, MinterEllison acted for Vocus on its $1.1 billion merger with Amcom (which made corporate history as the first scheme to succeed in the face of a 20% blocking stake held by TPG Telecom) and then for TPG Telecom on its $1.6 billion acquisition of iiNet (which succeeded in the face of a rival proposal by M2).
Advised VINCI Energies, the VINCI subsidiary specialising in energy services, in relation to its acquisition of J&P Richardson Industries, a leading Australian electrical contracting and engineering company.
Acted for the Board and senior management of Pacific Hydro Pty Ltd in the sale by IFM (as fund manager of its Australian Infrastructure Funds) of its Pacific Hydro renewable energy business to China State Power Investment Corporation.
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.
Advised Anchorage Capital Partners on its acquisition of ASX-listed education provider Affinity Education Group Limited by way of scheme of arrangement. We provided strategic advice to Anchorage in relation to dealing with a rival bidder for Affinity, Anchorage's involvement in successful Takeovers Panel Proceedings and a complicated transaction structure.
Acted for Spinifex Pharmaceuticals (Spinifex) and its major shareholder Brandon Capital in the sale of Spinifex to Swiss based pharmaceutical giant Novartis AG (Novartis). MinterEllison acted for Brandon Capital in relation to its original investment into Spinifex through the Brandon Biosciences Fund as well as the MRCF Collaboration.
Advised on the grant of the long term lease of Port of Darwin by way of a competitive process, involving significant asset restructuring, preparation of special transaction legislation, and extensive bespoke project documents. The transaction model was the a significant asset restructure to create an operating vehicle for sale under an M&A style sale and purchase agreement, combined with the grant of a long term lease of the Port assets.
Advised Jangho Group on its A$200 million takeover offer for ASX-listed Vision Eye Institute Limited. We advised on all aspects of Jangho's cash offer, including the acquisition of a 19.99% pre-bid stake from Primary Healthcare, confirmatory due diligence on Vision's business, the negotiation of the implementation agreement with Vision that underpinned the making of Jangho's recommended offer (which was a competing offer to an initial hostile scrip offer from Pulse Health), the preparation of the Bidder's Statement to Vision shareholders, the compulsory acquisition process and devising new incentive and retention arrangements for Vision's doctors.
Advised Ascendas Real Estate Investment Trust on its acquisition of a portfolio of 26 logistics properties located in Australia for A$1.013 billion from Singapore's sovereign wealth fund, GIC, and Frasers Property Australia Pty Limited. The deal involved establishing a wholly owned managed investment trust structure to acquire the properties though a combination of unit trust acquisitions and direct property acquisitions. This is the largest-ever industrial property deal in Australia and the second largest industrial property deal to date in the Asia Pacific. The quality of the portfolio attracted significant competition from domestic and international property investors. Ascendas' exclusive period of negotiation with the vendors was conducted on an extremely tight timetable. This, together with the complexity of the transaction, required seamless coordination and collaboration between our Australian team and Allen & Gledhill LLP, Ascendas' legal adviser in Singapore.
Advised Vocus Communications on its $1.2 billion scrip based merger with Amcom Telecommunications Limited to create the third largest provider of corporate telecommunications services in Australia. Vocus and Amcom are infrastructure providers with extensive fibre optic network and data centre assets which offer cloud and telco services to enterprise, government and corporate clients.
Advised Baosteel and Aurizon Operations Limited on a joint $1.4bn off-market bid to acquire 100 per cent of the share capital of Aquila Resources. In addition to the takeover matter, we also advised Baosteel Financing 2015 Pty Ltd, an Australian subsidiary of Shanghai Baosteel Group Corporation, on its raising of US500 million through the issue of bonds listed on the Hong Kong Stock Exchange.
Advised Baosteel Resources Australia on its successful $1.4 billion joint off-market bid with Aurizon Operations Limited to acquire 100% of the share capital of Aquila Resources. This is the first time a Chinese and Australian company have launched a joint takeover bid.
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.
Advised M2 Group on its A$250m private treaty acquisition of Dodo and recommended takeover of Eftel Limited. The transaction involved parallel acquisitions of a publicly listed entity (Eftel) and a private entity (Dodo) where the vendor of the private entity had a majority shareholding in the listed entity. This required careful consideration of independence issues and potential collateral benefit issues.
Advised Oakton Limited in response to the 'friendly' takeover offer received from Dimension Data. The takeover was structured as a scheme of arrangement and valued Oakton at A$171 million. Dimension Data is a wholly owned subsidiary of Dimension Data Holdings plc, which is itself owned by Nippon Telegraph and Telephone Corporation. Oakton is one of Australia’s leading technology and business consulting services companies and, prior to completion, was listed on the Australian Stock Exchange [ASX: OKN]. With offices in Melbourne, Sydney, Canberra, Brisbane, Perth and Hyderabad (India), Oakton provides consulting, delivery and managed services across a range of government and enterprise clients and is positioned as one of the leading digital, information management and core business systems solution companies in the Australian ICT marketplace.
Advised Dental Corporation Holdings Limited (Dental Corp) in relation to its A$500m acquisition by Bupa Health Pty Ltd by scheme of arrangement.
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.
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.
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.
Advised Adslot Limited on its acquisition of Facilitate Digital Holdings Limited by scheme of arrangement.
Advisor to Mutiny Gold Limited on its merger with Doray Minerals Ltd via an off-market takeover.
Advised Rocklands Richfield Limited in response to the takeover offers by Jindal Steel & Power and Linyi Mining Group Co,. Ltd, a company located in Shandong, China for approximately A$200m.
Advised GPC Asia Pacific (GPC), Australasia’s largest automotive aftermarket parts, accessories and solutions group, on its purchase of the Covs Parts business from ASX listed Automotive Holdings Group (AHG). GPC already owns the well know automotive brand 'Repco'. Through this acquisition, GPC has expanded its presence into Western Australia. The Covs Parts business services the automotive, mining and industrial sectors, including being the exclusive distributor of Ford and Holden parts in Western Australia. In addition to the purchase, GPC has become AHG’s preferred supplier for aftermarket parts, equipment and consumables requirements for AHG's 101 passenger and truck dealerships across Australia and New Zealand and for AHG's refrigerated and other logistics businesses. AHG has become the preferred provider of vehicles for GPC’s national fleet of approximately 1,200 vehicles. This strategically important acquisition involved a number of preliminary restructure steps, ACCC clearance as well as post-completion transitional services arrangements and reciprocal partnering arrangements.
Advised SPC Ardmona Limited in relation to its A$750m recommended takeover by Coca-Cola Amatil Limited by scheme of arrangement.
Advised Zijin Mining Group on its A$545m takeover offer of ASX-listed Indophil Resources NL. Zijin is China’s largest gold producer and the third largest copper producer. Indophil Resources is an Australian publicly-listed company whose major asset is a minority stake in the Tampakan copper-gold project in the southern Philippines.
Advised Singtel Optus on the transfer of its coaxial cable and ancillary assets to NBN Co, to enable the accelerated roll-out of Australia’s National Broadband Network.
Advised Kajima Corporation on its majority acquisition of Australian property and construction group, Icon Construction.
Advising Linfox Armaguard on its strategic acquisition of the cash logistics business of Brink's Australia.
Advised Pact Group Holdings Limited on the A$38.2 million acquisition of the Australian and New Zealand operations of the Sulo Group from Plastics Group Pty Ltd, as well as certain plant and equipment from Seaford Plastics Pty Ltd, a related entity. Sulo is the leading manufacturer of plastic waste and recycling bins in Australia and New Zealand, producing around two million bins each year.
Advised Laser Clinics Australia and its shareholders on the partial sell-down of shares in Laser Clinics Australia to Archer Growth, a pre-eminent Australian private equity fund. Laser Clinics Australia is a leading non-surgical cosmetics treatments franchise business with a network of clinics in New South Wales, ACT, Queensland, South Australia and Victoria.
Advised Skinstitut and its shareholders on the partial sell-down of shares to Archer Growth, a pre-eminent Australian private equity fund for A$16.4m. Skinstitut is a leading Australian skincare brand.
Acted for Total Eden Holdings Pty Ltd, a leading retailer of sustainable water solutions, in its acquisition by ASX-listed Ruralco Holdings Ltd. Our role involved facilitating the exit of sole shareholder Anchorage Capital Partners from Total Eden Holdings Pty Ltd and represents the continuation of a strong working relationship between our firm and Anchorage.
Acted for global seafood company Maruha Nichiro Seafoods Inc in its purchase of 50% of West Australian company Austral Fisheries Pty Ltd, one of Australia's leading commercial fishing companies. Our role involved advising Maruha throughout the life cycle of the transaction, including conducting due diligence on the legal particulars of Australia's fishing industry and achieving completion with parties across various time zones in Japan, Spain, Australia and New Zealand.
Acted together with Allen & Overy as joint legal advisers to the Lloyds Banking Group on the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI) to Westpac Banking Corporation for approximately A$1.55 billion in total.
Advising Inchcape plc, a leading independent international automotive distributor and retailer, on its £78 million acquisition of Trivett Automotive Group, a luxury and premium automotive group in Australia.
Acted for Longluck Investment in relation to its takeover bid to acquire all shares in ASX-listed Cuesta Coal Limited.
Acted for one of the three short-listed bidders for the purchase of New South Wales' electricity generation assets from Macquarie Generation.
Advised on the sale of Tasman Lifestyle Continuum Limited to Gateway Lifestyle Residential Parks Pty Limited at a total value of $136m. As part of the deal, Gateway Lifestyle Operations Limited undertook an initial public offering and listing on the ASX, with Tasman part of the combined Gateway group.
The sole legal adviser to NSW Treasury in relation to the $1.75 billion sale (by way of long term lease) and privatisation of Port of Newcastle, which is the world's largest coal export port. The A$1.75 billion restructure and refinancing transaction establishes a new benchmark in transaction preparation and execution, as reflected in the financial outcome which significantly exceeded market expectations. The transaction will free up much needed capital to help the NSW Government fund the revitalisation of the Newcastle CBD, and a backlog of other critical public infrastructure across New South Wales, including hospitals, schools and roads.
Advised WSP Group on its acquisition of professional services firm Parsons Brinckerhoff for a value of US$1.2425 billion resulting in WSP Group becoming one of the world's largest professional services firms. Including cash consideration, the value of the deal is $US1.352 billion. The deal was announced on 3 September 2014, and completed 31 October 2014, allows both firms to capitalise on global and regional oppourtunities and realsie signicifant synergies.
Advising Cockatoo Coal on its $125 million accelerated renounceable pro-rata entitlement offer of new fully paid ordinary shares to fund the expansion of its Baralaba Expansion project. The issue price is $0.002 shares at an entitlement ratio of 13.7 new shares for each share held. The Equity Raising is supported by existing Cockatoo shareholders Noble and Harum, as well as new investor Liberty Metals & Mining.
Advised Taurus Mineral, owned by CGNPC Uranium Resources Company and The China-Africa Development Fund, on the successful downstream takeover of Extract Resources and the Australian aspects of its GBP640 million upstream offer for Kalahari Minerals plc.
Advised Spotless on its acquisition of 100% of the shares in International Linen Service Pty Ltd from IWPE Nominees Pty Ltd and Investec Australia Limited.
Advised on the reverse takeover between Mnemon Limited and Grays (Aust) Holdings Pty Ltd, which resulted in the combination of the two entities. This transaction created Australia's largest listed e-commerce group with gross sales in excess of $440 million. This was a complex backdoor listing of Grays Online involving a combination of multiple online businesses.
Acted for Insurance Australia Group Limited (IAG) on the $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.
Acted for Alsons Consolidated Resources Inc, the Philippines-listed resources company, on its take private of the ASX listed Indophil Ltd by scheme of arrangement. The transaction valued Indophil at A$361 million.
Advising Iron Mountain Inc. on its proposed acquisition of Recall Holdings Ltd by way of a recommended scheme of arrangement through a largely scrip offer that values Recall at around A$3.8 billion. A merger of Iron Mountain and Recall will create the world's leading information management company.
Advised the Australia subsidiaries of Lloyds Banking Group on the sale of portfolios of property loans in Australia and New Zealand to Morgan Stanley and a consortium comprising Goldman Sachs and Brookfield.
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.
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.
Advised / acted for MHE Fund No. 1 Pty Limited as trustee for the MHE Fund No. 1 Trust and Buoncompagni Investments Pty Limited as trustee for the Buoncompagni Trust (the Sellers) on the sale of each of the Sellers securities in Tasman Lifestyle Continuum Limited/Tasman Lifestyle Continuum Trust (Tasman) to Gateway Lifestyle Residential Parks Pty Limited for a total deal value of A$136 million.
Acted for an entity associated with Gordon Merchant in its sale of Plantic Technologies Limited to Japanese listed company, Kuraray Co. Ltd (market cap US$6 billion). Plantic is a world leading innovator in bioplastics through proprietary technology that delivers biodegradable and renewed sourced alternatives to conventional plastics.
Acted for Baytex Energy Corporation, as strategic tax advisers on its merger with Aurora Oil & Gas Ltd, a ASX listed oil and gas exploration counterpart.
Advused Spotless on an agreement to purchase the customer contracts and associated assets of the ACG security business.
Acted as legal adviser to Primo Smallgoods Group, Affinity Equity Partners and the Lederer family on the A$1.45 billion sale to Brazil's JBS SA, the world's largest food processing company.
Acted for Wolsey Private Equity in its exit from Cartridge World, the global leader in inkjet and laser cartridge refilling, by way of a trade sale.
Advised Trade Me Limited on its acquisition of a 15 per cent stake in lending platform Harmoney for $7.7m. Trade Me, founded in July 2013, is an Auckland-based company and is led by consumer finance entrepreneur Neil Roberts. Harmoney is currently the only licensed peer-to-peer lender in New Zealand.
Advised Utility Services Group (USG) in its sale to Spotless. The sale provides a successful realisation of the USG vendors' investment in acquiring the USG business from UXC in 2011 and provides Spotless with a significant opportunity for growth in the utilities and infrastructure services sector.
Acted for Wilmar in relation to the acquisition of Sucrogen Limited, CSR's sugar business from CSR for an enterprise value of $1.75 billion.
Advised Webjet Limited on an A$27,150,000 term loan facility provided by National Australia Bank for the purpose of acquiring SunHotels Group by Sun Hotels Holding Co. Ltd, a HK subsidiary of Webjet Limited, allowing the company grow its accommodation portfolio.
Advised Viva Energy Australia Pty Ltd on the agreement to purchase a non-controlling stake in Liberty Oil.
Acted for Asaleo Care Limited, Svenska Cellulosa AB and Pacific Equity Partners on Asaleo Care's 2014 $1.06 billion initial public offering and listing on the Australian Securities Exchange. The Company's initial public offering of shares raised approximately $655.8 million at an issue price of $1.65 per share. Asaleo Care has been admitted to the official list of ASX Limited and commenced trading of their shares on a conditional and deferred settlement basis on 27 June 2014.
Acted as legal adviser to TPG Telecom Limited on its binding sale agreement to acquire 100% of Telecom New Zealand Australia Pty Ltd for A$450 million on a debt-free, cash-free basis. The sale includes the AAPT and Powertel businesses, and is a highly strategic acquisition to incorporate AAPT's inter-capital fibre into TPG's extensive network assets.
Minter Ellison Rudd Watts advised Sumitomo Corporation on the acquisition of an 80% stake in Juice Products New Zealand Limited.
Advised Suntory, Japan's fourth largest beverage company, on the Australian aspects of its A$740 million acquisition of Frucor Beverages Group Limited (NZ) from Danone Asia Pte Limited, a wholly-owned subsidiary of Groupe Danone, S.A.
Advised Spotless Facility Services in relation to its acquisition of a national air-conditioning and mechanical services business, including assistance with legal due diligence, negotiations of the transaction documents and completion of the transaction.
Advised Sucrogen, the Australian-based sugar subsidiary of Singapore-listed Wilmar International Limited, has entered into an agreement with the Administrators of Proserpine Sugar Mill to purchase the assets of Proserpine Co-operative Sugar Milling Association Limited (Proserpine).
Advised the Cromwell Property Group on its proposed purchase of the Centro MCS funds management business.
Assisted Toll in relation to its acquisition of the heavy haulage assets of Deeson Heavylift.
Advised TPG Telecom on its takeover of iiNet by way of contested, recommended scheme of arrangement. The acquisition of iiNet, Australia's second largest DSL Internet Service Provider, has increased TPG’s broadband subscriber base to over 1.7 million customers and made it the third force in Australia's telecommunications landscape.
Advising TEN's independent directors, who oversaw TEN's much reported strategic review, considering all viable options including the sale of all or part of TEN, debt refinancing solutions, equity raising solutions, asset sales and joint venture options and the refinancing of existing funding facilities. This process over a 7 or so month period culminated in the announcement of strategic arrangements with Foxtel and a proposed $154 million capital raising.
Acted for Cool Water Group Limited in the sale of its entire share capital to Waterlogic Plc, a manufacturer and global distributor of point-of-use drinking water purification and dispensing systems. Waterlogic has entered into a conditional agreement to acquire the share capital, with A$60m to be paid on completion. Our role included developing a novel structure to ensure the sale of 100% of shares to the buyer from approximately 30 shareholders, many of whom were no longer actively involved in the business.
Advised Macquarie Radio Network Limited on its $200m merger with Fairfax Media.
Advised Pinpoint group (Australia's leading provider of loyalty card and rewards services to leading financial institutions and retailers including ANZ, Westpac, Citibank, Myer, Qantas, AGL, Wesfarmers) on the sale of its entire Australian and Asian group of entities to USA MasterCard Incorporated.
Advised Cromwell Property Group on its €145 million on the acquisition of shares and partnership interests. Our role included providing corporate structuring advice, drafting the sale and purchase agreement and the preparation of ancillary documents.
Advised China Eastern Airlines in relation to a joint venture with CAE Inc. under which China Eastern has acquired a 50% shareholding in CAE Oxford Aviation Academy Melbourne.
Acted for McConnell Dowell on all aspects of the sale of its shares in Electrix to VINCI, including performance of due diligence, negotiation and execution of the share sale agreement.
Advised APN Outdoor Group Limited on its $425m float on ASX.
Acted for Mineral Deposits Limited on the demerger of its gold assets to Teranga Gold Corporation and for Teranga Gold Corporation on its "spin-off" IPO and ASX listing.
Advised Century East Network Limited in relation to its subscription of new shares of Changfeng Axle (China) Company Limited representing approximately 43.3% of the enlarged issued share capital for HK$201.5 million, and its disposal of 51% issued share capital of Century Network Holding Limited to Changfeng Axle for US$5.2 million to be settled by way of issue of consideration shares by Changfeng Axle.
Advised Careers Australia Group Limited in relation to its acquisition of 100% of the shares in Today Corp Limited.
Acted for the ASX & NZX listed Infratil Australia Limited and the New Zealand Superannuation Fund on the $640m acquisition of 100% of Brisbane based RetireAustralia group, Australia's fourth largest retirement village operator. Our role was to provide legal and taxation services to the bidder, including assistance with Australian and New Zealand legal, regulatory, finance, tax and stamp duty advice. We also provided advice in relation to the assumption of the existing debt arrangements.
Advised Interim HealthCare Inc, a network of home-care, hospice and health staffing franchises backed by private equity firm The Halifax Group, on its acquisition of the Just Better Care group, a franchisor of in-home nonmedical and medical-care services across Australia.
Acted for IGas Energy PLC on its A$211.5m acquisition of Dart Energy via an Australian scheme of arrangement on a share exchange basis. Dart shareholders received 0.08117 IGas shares for each Dart share, equivalent to A$0.1898 per Dart share, and will hold approximately 30.5% of the enlarged company on a fully diluted basis.
Advised Huntsman Corporation on Australian legal aspects of its $1 billion acquisition of the performance additives and titanium dioxide businesses of Rockwood Holdings.
Advised H&H Holdings Australia Pty Ltd on the acquisition of its strategic stake in listed mining services contractor, VDM Group, through a share and convertible debt placement. Our role included transaction structuring advice and negotiations to help the client manage critical and commercial risks.
KuangChi Science Limited (a Hong Kong exchange listed company engaged in the novel space services and other innovative technology business) has entered into an investment agreement with Martin Aircraft Company Limited (a New Zealand company), pursuant to which KuangChi Science Limited will invest in Martin Aircraft Company Limited and acquire a major shareholding in Martin Aircraft Company Limited in various stages over a three year period. The investment has been undertaken in conjunction with the initial public offering of shares in Martin Aircraft Company Limited on the official list of ASX Limited.
Minter Ellison Rudd Watts advised Evolve Education Group in relation to its acquisition of the 9 ECE Centres owned by Artemis Early Learning as part of Evolve Education Group's $132m IPO.
Advised Cadence Capital on its proposed joint acquisition with Pepper of ASX listed mortgage company RHG by scheme of arrangement.
Minter Ellison Rudd Watts advised Evolve Education Group's in relation to its acquisition of 5 Auckland early childhood centres from the Zomax Group, as part of the group's $132m IPO.
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.
Acting for Qantas Frequent Flyer Limited in its 51% controlling stake in Australian and NZ analytics and actuarial consulting business, Taylor Fry Pty Ltd, as part of its strategy to grow its data and analytics capability.
Acted for Westpac in relation to the collapse of the accounting firm BDO in New South Wales and Victoria, including its subsequent merger with Grant Thornton.
Minter Ellison Rudd Watts advised the shareholders of the Prime Panels group of companies on the sale of shares to Australian private equity fund Crescent Capital. 100% of the shares in the group were sold to Prime Group Holdings Limited, owned 70% by Crescent Capital funds and 30% by the vendor shareholders.
Assisted National Rail Corporation Limited (now Pacific National) in relation to the sale of the Commonwealth, NSW and Victorian Governments' interests in National Rail.
Acted for ASX listed company, Pacific Star Network Limited, in its acquisition of Morrison Media, an independent print and digital publisher which publishes frankie, Smith Journal, Surfing Life, Slow Living and White Horses. Pacific Star Network's other businesses include SEN radio and AFL magazine, 'Inside Football'.
Advised Nippon Paper Group on its $700 million acquisition of Australian manufacturing business Australian Paper from PaperlinX Limited. PaperlinX is Australia's largest paper manufacturer and Nippon Paper is Japan's second-largest paper manufacturer. We advised on all aspects of the transaction including due diligence, acquisition documentation, Foreign Investment Review Board (FIRB) approvals and the restructuring of the Paperlinx business.
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%.
Acted for one of the world's leading timber investment managers, Global Forest Partners LP on the acquisition of forestry assets from Elders Limited.
Acted for VWR on the acquisition of Crown Scientific from EBOS.
Advised Beingmate Group, a leading Chinese infant food manufacturer, on its proposed alliance with New Zealand dairy co-operative Fonterra Co-operative Group, designed to help meet China’s growing demand for infant formula. The alliance is intended to create an integrated global supply chain from the farm gate direct to China’s consumers, using Fonterra’s milk pools and manufacturing sites.
Acting for NZOG Offshore Limited, a wholly owned subsidiary of New Zealand Oil and Gas Limited, in its unconditional takeover bid for ASX-listed Cue Energy Resources Limited. The on-market cash offer for all of the fully paid ordinary shares of Cue Energy is for A$0.10 per share. Our role is to advise the bidder on its on-market takeover bid, including assistance with Australian and New Zealand legal and regulatory advice.
Advised NSW Government in relation to a major restructure of the State's non-metropolitan rail system which included an investment of A$800 million+ in rail infrastructure by the Commonwealth Government. The arrangements effectively incorporated 3000kms of NSW interstate and Hunter Valley mainline railway track under the same operation and management as the interstate standard gauge mainline railway track. We also subsequently advised on commercial arrangements in relation to the take up by ARTC of the Metropolitan Freight Network and the Southern Sydney Freight Line.
Advised Next Capital on its acquisition of five aged care facilities in South Australia and a subsequent sale and lease back.
Advised OEG Offshore on the acquisition of Oilfield & Resource Rentals Pty Ltd and Offshore Cryogentic Solutions Pty Ltd. Our role included coducting due diligence on the target, drafting the share sale agreement, the preparation of ancillary documents and facilitating the transaction.
Advised American Express on its acquisition of ASX listed David Jones' entire credit card portfolio for $450million and the subsequent issue of co-branded American Express and David Jones credit cards, which transaction was innovative and involved an in depth understanding of associated risks.
Advised Parmalat Australia Pty Ltd (a wholly owned subsidiary of Parmalat S.p.A., which is listed on the Italian stock exchange) and the Lactalis Group (majority shareholder in Parmalat S.p.A.) in relation to its acquisition of 100% of the Longwarry Food Park dairy business. We assisted Parmalat and Lactalis with legal due diligence, negotiations of the transaction documents (including W&I policy) and completion of the transaction. The acquisition further strengthens Parmalat's position in the Australian dairy market.
Advised Anchorage Capital Partners on the business and share acquisition of the Brand Collective business division ASX-listed apparel manufacturer, wholesaler and retailer, Pacific Brands Limited.
Minter Ellison Rudd Watts advised Onex Corporation on the New Zealand aspects of the transaction to acquire SIG Combibloc AG.