Doing a deal

Doing a deal can be a significant and transformative undertaking. Every decision made during the transaction lifecycle is critical.

Our end-to-end solution helps to guide you through strategic planning and risk assessment, identifying integration or separation synergies, raising capital, private and public M&A processes, regulatory compliance, including competition clearance and foreign investment approval, and post-deal integration.

Pre Deal
Raising capital
M&A
Post Deal
Start-ups
Foreign investment

Pre Deal

We understand that doing a deal can be one of the most complex and risky business propositions you can undertake. The potential for error is high in an environment where speed is critical and there is pressure for results.

Our focus is on helping you optimise your outcomes from the very start – from the initial strategic assessment of the transaction, to identifying key drivers, improving deal structures, mitigating risks and challenging assumptions about future performance.

We provide advice and solutions across the full risk spectrum and the full lifecycle of a deal opportunity, including:

Risk and market analysis, risk allocation and strategic planning.
Deal structuring, integration and separation synergies including IP, employee, technology and tax implications.
Understanding changes on corporate governance, directors' and controlling shareholders duties and liabilities.
Understanding the impact of required regulatory processes including competition, licensing, tax and foreign investment issues as well as undertaking pre-deal clearance, filings, disclosure requirements and approval processes.
Market engagement, bid process and competition strategies.
Process, due diligence, technology, data room solutions and choosing trusted advisers.

Raising capital

Companies contemplating doing a deal often need to seek out alternative financing options for their transaction. There are a number of options available, each with its own advantages, risks, fees, and commitments. The most suitable option will depend not only on the state of the company, its share circumstances, debt liabilities, and the total value of its assets but also on the level of activity in the market at the time.

Our transactional specialists will work with you to help you navigate the capital road map and optimise your funding arrangements.

We provide advice and solutions across the full risk spectrum and the full lifecycle of fundraising, equity capital markets, debt capital markets and securitisation, including:

Planning, financing strategy, including funding option identification and evaluation.
Special investment vehicles for venture capital, private equity or specialised funds.
Understanding the risks and processes of equity capital markets, initial public offerings and listing on a stock exchange, including existing shareholder management, marketing and roadshows, regulatory issues and dealing with regulators, directors' liability including verification and prospectus disclosure.
Preparing for "life after listing", including corporate change management, directors' liabilities, regulatory obligations and reporting, investor relations and mitigating disputes.
Understanding debt capital market transactions, including MTN programmes, convertible bond issues and subordinated debt, securitisation and hybrids.

M&A

Acquisitions, disposals and joint ventures are an integral part of growth-oriented strategies for companies, financial institutions and private equity investors. Clients rely on our innovative approach to help execute both their domestic deals and their most complex multi-jurisdictional transactions.

Whether you are an acquirer, seller or acquisition target, we will work with you to devise creative deal structures, design acquisition and disposal programs, and implement productive strategies.

We provide advice and solutions across the full risk spectrum and the full lifecycle of a merger, acquisition or divestment opportunity, including:

Deal and tax structuring, integration and separation synergies including IP, employee, technology and tax implications.
Understanding competitive bidding processes, undertaking due diligence, bid preparation, knowing when to walk away and how best to win.
Joint ventures, strategic alliances and private M&A.
Public M&A, takeovers and schemes of arrangement.
Dealing with hostile and unsolicited bids.
Undertaking regulatory clearances, approvals and undertakings such as merger clearance, Foreign Investment Review Board and ATO approvals, ASIC or APRA consents, issues involving the Takeovers Panel.
Corporate governance, directors' and controlling shareholders duties / liabilities, warranties and indemnities.

Post Deal

After the fanfare of completion of a new merger or acquisition has subsided, the hard work begins. It is what happens next that determines whether the deal will succeed and be worth more than the sum of its parts.

The post-deal phase of the transaction lifecycle is the time to ensure that the integrated organisation is operating correctly and efficiently, that there is a well-executed exit strategy for any transition services and that additional synergies not identified at the time of acquisition are captured.

We will help you move through this critical integration phase to ensure the full expected value of your merger or acquisition is realised.

We provide advice and solutions across the full risk spectrum of post-deal integration or separation, including:

Integration or separation implementation - including employees, property, debts and liabilities, information technology, intellectual property.
Corporate governance, directors' duties and liabilities, investor relations including new regulatory, disclosure and reporting obligations relating to "life after listing".
Change management, understanding new roles and new skills training.
Avoiding and mitigating disputes and shareholder class actions.

Start-ups

The influential and disruptive role of start-ups is rapidly increasing in numerous markets and sectors. They provide high-growth opportunities and excellent avenues for corporates and investors to partner, develop strategic alliances with or invest in. Thousands of new innovators in the market claim to have the latest game-changer but it is hard to understand where value and risk lies.

We help you to balance the need to identify and understand risk with the need to understand opportunity and speed to market.

We provide advice and solutions across the full risk spectrum and the full lifecycle of a start-up opportunity, including:

Risk analysis, strategic planning and tax structuring.
Fund raising, including angel / venture capital, private equity, high-net worth individuals, family offices and specialised commercialisation funds.
Special Investor Visas and migration.
Undertaking due diligence, making investments and buying out existing shareholders.
Exit strategies, including MBO, trade sale and IPO.
Avoiding business distress and insolvency.
Specialist start-up services including StartMEApp, accessing capital and protecting IP rights.

Foreign investment

With the globalisation of business, many substantial Australian assets are increasingly of interest to foreign investors.

Our transactional specialists understand Australia's foreign investment regime and what drives decision making within Australia's Foreign Investment Review Board, and will work with you to secure a successful outcome for your investment in Australia.

We provide advice and solutions across the full risk spectrum of foreign investment:

Foreign investment planning and understanding FIRB rules and thresholds.
Funding the investment and raising capital.
FIRB applications, approvals, undertakings and conditions.
Cross-border foreign investment and competition approval processes.
Cross-border tax structuring, transfer pricing and BEPs.
Other Australian regulatory requirements, facilitation and dealing with regulators.
Doing Business in Australia.

Experience

Baring Private Equity Asia on its A$1.2 billion buyout and take-private proposal of ASX listed SAI Global Limited.

CIMIC on three hostile takeover bids, including its successful A$256 million unsolicited takeover bid for Sedgman Limited, its successful A$525 million unsolicited takeover bid for UGL Limited and its A$175 million takeover bid for Macmahon Holdings Limited.

Japan's Hitachi Construction Machinery Company Limited on its recommended A$976.1 million takeover bid for Bradken.

Vitaco Holdings Limited, an Australian and New Zealand nutritional products company, on its $315.8 million buyout and take-private by Shanghai Pharmaceuticals and Primavera Capital by way of a scheme of arrangement.

Steinhoff Asia Pacific on its A$361 million take-private proposal for ASX listed Fantastic Holdings Limited.

Centerbridge Partners LP on its US$800 million whole of company financial restructure of Boart Longyear Limited

Patties Foods Limited in response to the friendly takeover offer from leading private equity firm Pacific Equity Partners, which valued Patties at A$307 million.

Tegel Group Holdings Limited on its NZ$671 million initial public offering and associated listing on NZX and on ASX.

Mayne Pharma Group Limited in relation to its A$888 million underwritten placement and pro-rata accelerated non-renounceable entitlement offer.