OverviewThe Hall & Wilcox Corporate & Commercial team is widely recognised for its understanding and appreciation of the value drivers in public and private M&A transactions, with a particular focus on middle market deals.
Our in-depth understanding of small and medium enterprises, and the regulatory framework in which they operate, enables us to provide real value when advising on divestments or acquisitions for between $5 million and $100 million.
Since these transactions are often complex and attract significant tax consequences for those involved, we draw on the skills of our leading tax advisers to develop innovative business structures that not only help transition the sale, but also give effect to our clients’ commercial aims.
We advise on the full range of issues arising out of M&A transactions, including:
- sale and acquisition strategy/negotiations and agreement documentation;
- financing, including debt financing, in relation to an acquisition or sale;
- takeover bids and responses;
- bidder and target statements;
- transaction structuring and restructuring in preparation for sale;
- term sheets, letters of intent, heads of agreement, shareholders agreements and ancillary documentation in relation to the sale,
- including employment agreements;
- capital raisings, including IPOs and rights issues, and capital management activities;
- vendor due diligence reviews;
- disclosure and non-disclosure agreements;
- competition policy and compliance with the Competition and Consumer Act (formerly Trade Practices Act);
- rollovers to transfer assets into a newly formed entity and/or interposing a newly formed holding company;
- tax consolidations;
- consolidation and reorganisation of existing indebtedness;
- quarantining assets and liabilities excluded from the sale;
- liaison with ASIC, the ASX and APRA and relevant international authorities and agencies;
- corporate governance; and
- conflicts of interest management.
ExperienceMembers of our team have been involved in a number of complex M&A transactions, which include:
- advising Boost Juice founders Janine and Jeff Allis, in the sale of a majority stake in Boost Investment Group to US-based private equity firm The Riverside Company;
- advising Canon Australia on a $31 million agreement with CSG Communications Pty Limited for Canon's Multi-Function Device dealership in Sydney, Melbourne, Canberra, Adelaide and Perth;
- acting for the Dyson’s Group in relation to the acquisition of two discreet transport businesses;
- acted for Mylan Inc on the Australian aspects of its USD$6.7 billion acquisition of Merck KGa A's global generic pharmaceuticals business;
- advising a large Scottish food manufacturing company on its acquisition of a similar Australian business;
- advising Personal Performance Consultants UK Ltd (PPC Worldwide) on its acquisition of OSA Group, one of the major Australian
- providers of employee assistance program service (EAP);
- acted for the principals of a telephone conferencing business in the sale of their business to a large US teleconferencing company. The business that was sold was operated through a discretionary trust, the beneficiaries of which were both family trusts;
- acted for The Mathis Group in its proposed sale of its interests in the Transport and Upper/Lower House businesses for $21 million (as reported in The Age);
- acted for two separate investor groups in a series of proposed transactions involving the acquisition and consolidation of a large number of medical practices prior to listing on the ASX;
- acted for a vendor in the sale of a golf club manufacturing business to Macquarie Direct Investments for $40 million;
acted for Top-Flite Australia in the sale of its Sherrin football and golf businesses in Australia as part of the global sales of the sporting goods and golf businesses by Top-Flite Australia’s US parent;
- acted for travel information company Lonely Planet founders, Tony and Maureen Wheeler, on the sale of a 75% interest in Lonely Planet to BBC Worldwide;
- acted for Siemens Business Services and another investor in connection with their subscription (together with two private equity investors) for convertible preference shares in Open Software Associates Limited (which is now called ManageSoft Corporation);
acted for the purchaser in the acquisition of the asset maintenance business of a Spotless Group division;
- acted for shareholders in the $21 million sale of their shares in a waste management services company to an ASX-listed company;
- acted for the shareholder group in their sale of shares in Sportsco for over $15 million;
acted for the General Pants Co Pty Limited in its purchase of the assets of Surf, Dive and Ski (Trading) Pty Limited for about $20 million;
- advised Dolphin Advance Technologies, an electronic chip manufacturer, on the sale of its business to Elixir Gaming Technologies, a US company listed on the American Stock Exchange;
- advised IT Xchange, a large Canadian company with operations in North America and Europe, on the purchase of a computer software and hardware distribution business in Australia;
- advised Charles River Laboratories, a large drugs discovery services company based in the US, on its sale of an Australian animal-based biotechnology company; and
- advised Southern Asphalters Pty Limited in the sale of its business and property to US based Downer IDE Limited.
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