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MinterEllison is a recognised leading adviser to the technology, media, communications and telecommunications (TMT) industries. TMT organisations face a wealth of challenges in maintaining competitive advantage and leveraging new opportunities. Rapid innovation and convergence in this space, together with an ever-changing legal and regulatory environment, means that TMT organisations must constantly re-evaluate, and in some cases entirely re-engineer, their business models and strategies.
Our TMT Group supports clients through this ever-evolving process, providing informed, commercial, strategic and practical advice. By applying our deep understanding of the TMT industry and its key drivers, adopting a cross-disciplinary approach, and leveraging an experienced and knowledgeable cross-border team, we are able to add significant value to our clients’ TMT transactions.
We work with leading organisations across the TMT spectrum, and have played a key role in some of the most significant TMT developments and transactions in the Asia Pacific region.
Our technical expertise extends across the entire spectrum relevant to the activities of TMT organisations, and includes intellectual property, media regulation, defamation, telecommunication regulation, outsourcing and procurement, e-commerce, technology, mergers and acquisitions, joint ventures, competition law, privacy and spam, corporate advice, employment law, tax, finance, infrastructure, property and litigation.
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).
Acted for TPG Telecom Limited on it's A$300 million fully underwritten institutional placement and A$50 million follow-on share purchase plan.
Advised Panasonic Corporation from an Australian and New Zealand perspective on its acquisition of Hussmann Corporation, a Missouri-based manufacturer of refrigerated display cases and systems for US$1.545 billion.
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 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 Adslot Limited on its acquisition of Facilitate Digital Holdings Limited by scheme of arrangement.
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.
We assisted Spatial Apps Pty Ltd in relation to the development of PressAtlas, an innovative news search engine which geographically revolutionizes your news by enabling you to search for news geographically and pinpointing exactly where that news happens.
Acting for Optus in the successful appeal to the Australian Competition Tribunal in relation to Telstra's 2008 ULLS access undertaking under Part XIC of the Competition and Consumer Act 2010.
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 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.
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.
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.
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.
Advised the Department of Health and Ageing in the implementation of the National Health Reform Business Information Systems Program. The project involved multiple approaches to market, the engagement of multiple vendors (including hardware, software, managed services and data transformation services), vendor integration and complex IP issues. We also advised the Department in relation to issues concerning delivery of the solution.
Advised APN Outdoor Group Limited on its $425m float on ASX.
Acted for Lloyds Banking Group in a long term data hosting and access agreement with Hewlett-Packard Australia.
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.
Advising iSentia Pty Ltd in relation to the merger clearance of acquisition of the AAP media monitoring business assets.
Advising Airservices Australia on the procurement of a replacement air traffic control system (OneSky) for the whole of Australia. Airservices Australia is working closely with the Department of Defence, with the joint objective of realising harmonisation between civilian and military air traffic control systems and operations.
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 Macquarie Radio Network Limited on its $200m merger with Fairfax Media.
Advising SingTel Optus since it commenced operation regularly assisting it with its corporate growth activities, satellite initiatives, network rollouts, joint ventures, regulatory strategy, brand protection and strategic litigation;
Acting for Optus in the appeal to the Australian Competition Tribunal in relation to exemptions from access obligations granted to Telstra in 2008 under Part XIC of the Competition and Consumer Act 2010.
Advising a large number of government departments, both in Australia and overseas, on a diverse range of TMT matters, including large-scale technology implementation projects
Advising and assisting blue chip Australian and international companies such as Westpac, Cathay Pacific, Allianz and Qantas rationalise their technology procurement and outsourcing arrangements