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

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.

A$200 million takeover of Vision Eye Institute by the Jangho Group

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.

Ascendas Real Estate Investment Trust's A$1.013 billion acquisition of GIC's and Frasers Property Australia Pty Limited's logistics property portfolio in Australia

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.

A$1.2 billion merger of Vocus Communications and Amcom Telecommunications

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.

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.

Baosteel/Aurizon joint off-market bid for Aquila Resources Limited

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.