Australian Law Firm of
the Year 2012

Deal of the Year 2012: GrainCorp dual acquisition of Gardner Smith Group and Integro Foods

Mergers and Acquisitions

Minter Ellison’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.

Infratil and New Zealand Superannuation Fund acquisition of RetireAustralia Group

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.

A$1.75 billion sale and privatisation of Port of Newcastle

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.

iGas Energy merger with Dart Energy

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.

Parmalat acquisition of Longwarry Food Park

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.

The Cromwell Property Group purchase of the Centro MCS funds management business

Advised the Cromwell Property Group on its proposed purchase of the Centro MCS funds management business.