Mergers and Acquisitions
Transactions in this area of the practice take a wide, varied and often unconventional shape, depending upon the nature of the industry and the objectives of the parties.
Transactions of this nature that we conduct range from in the order of $1 million to well in excess of $100 million, including private and public takeovers.
Sale or Purchase of Companies or Business
We act for vendors and purchasers in the sale or acquisition of businesses and companies across a broad range of industries.
Aspects of a sale may include vendor finance, detailed warranties, put and call options, the assignment of contracts or leases, the transfer of employees, complex restraint provisions, and/or the leasing of assets not forming part of the sale, all of which needs to be effected in a tax-effective manner.
Recent transactions include:
- acting for European companies in the sale of Australian subsidiaries to Australian public companies for a mixture of cash and script;
- the sale of an education business with campuses in Australia, UK and Canada to a Singapore-based private equity firm, with the vendors retaining a 40% interest in the new corporate structure through an ultimate holding company in the Netherlands;
- advising on a complex restructure to arrange the affairs of a major printing industry company to be ready for sale. The sale of 70% of the share capital then involved vendor financing, negotiation with the purchaser's bank for priority of security, put options for the balance of the equity and ongoing management agreements;
- the sale of a business in the office storage system industry to a major public company for cash and script, which required co-ordination of due diligence, sale deeds, escrow arrangements and an ongoing CEO agreement;
- the acquisition of a business in the fire detection and maintenance industry as part of an overall aggregation throughout the Eastern seaboard, with a view to listing the aggregated business in the future;
- acting on behalf an ASX-listed supplier in the Australian egg market to acquire numerous egg farming facilities throughout Australia;
- acting in the takeover of a major ASX Company;
- acting on the sale including complex earn out of a major IT Services and offshore company to a public company with significant earn out arrangements.
We also assist in the negotiation and completion of management buy-outs.
By way of example, we have acted for a subsidiary of a major listed company in the payroll services industry. We subsequently acted on behalf of the same client four years later in the sale of the company to an HR multinational.
Public Companies: Takeovers and Reverse Takeovers
We also have considerable experience in the fields of takeovers and reverse takeovers.
By way of example, we acted for the major shareholder in the joint bidding company for the takeover of Chiquita South Pacific Brands Limited, and in a subsequent take-over bid to increase the major shareholding to greater than 90%, which ultimately led to our client being able to de-list the company.
We have also undertaken a number of capitalisation of otherwise insolvent public companies by way of deeds of company arrangement.