services › mergers & 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 which we conduct range from $1 million to $100 million plus transactions.

Sale or Purchase of Companies or Businesses

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:

  • 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 company in the printing industry 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 scrip, 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 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.

Management Buy-outs

We assisted in the negotiation and completion of a management buy-out of a subsidiary of a major listed company in the payroll services industry.  We then acted on behalf of the same client 4 years later in the sale of the company to an HR multinational.

Public Companies: Takeovers and Reverse Takeovers

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.