Challenger - $385m mortgage business sale to NAB
Mallesons acted for Challenger Financial Services Group on the $385m sale of its mortgage aggregation business to National Australia Bank (NAB).
NAB will acquire the mortgage management business of Challenger, including its PLAN, Choice and FAST mortgage aggregator businesses. The deal also includes a portfolio of residential mortgages and a 17.5% stake in Homeloans Ltd. Challenger has an Australian network of nearly 6000 brokers.
The complex transaction required closure in a tight timeframe and involved a range of intellectual property issues. The Mallesons team advising Challenger consisted of lawyers from expertise across M&A, Securitisation, IP and Tax.
Lead partner: Tim Bednall.
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NAB - Goldman Sachs JBWere strategic alliance
Mallesons advised National Australia Bank (NAB) on a private wealth management alliance with Goldman Sachs JBWere (GSJBW). The strategic alliance saw NAB acquire 80 per cent of GSJBW’s private wealth management business in Australia and New Zealand, to be branded JBWere.
Mallesons’ team advised on the acquisition of the interest in JBWere, arrangements regarding the ongoing conduct of the strategic alliance and financial regulatory matters.
The deal relied on M&A, Regulatory, Intellectual Property and Workplace & Employee Relations expertise across the firm.
Lead partners: Craig Semple, Diana Nicholson and Jonathan Hamer.
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Xstrata-Anglo American proposed A$83bn merger
Mallesons advised Xstrata PLC on Australian law aspects in relation to discussions with Anglo American on their proposed A$83 billion merger.
Mallesons has acted for Xstrata on a number of takeovers in the past, including its successful acquisition of Resource Pacific.
Lead partner: Nicholas Pappas.
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Citi Group-Morgan Stanley $US2.7bn joint venture
Mallesons advised Citi Group on the Australian aspects of its US$2.7 billion global joint venture with Morgan Stanley. The joint venture merged the two companies’ retail broking businesses in the US, Europe and Australasia to form Morgan Stanley Smith Barney.
The cross-practice team advised on the Australian aspects of transferring Citi’s margin lending business into the joint venture and putting in place ongoing arrangements. The team also provided advice on regulatory issues and obtaining Foreign Investment Review Board (FIRB) approval.
Lead partners: Joshua Cole, Greg Golding and Andrew Gray (M&A), Simone Menz (Property) and Special Counsel Malcolm Brennan (Dispute resolution - FIRB issues).
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Chinalco’s proposed investment in the Rio Tinto Group
This was the largest ever proposed outbound investment by a Chinese State Owned Enterprise (SOE) (US $ 19.5 billion).
We advised Aluminum Corporation of China (Chinalco) on all Australian aspects of the transaction with Rio Tinto. This included corporate (ASX / ASIC), regulatory (FIRB, ACCC, other), energy and resources (QLD and WA), finance and structuring advice, together with Clifford Chance, in connection with our role in designing the overall transaction framework.
Lead partners: Peter Cook, Robert Jackson, Greg Golding and Lee Horan.
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Chinalco’s and Alcoa’s acqusition of a 12% interest in Rio Tinto
The acquisition was one of the largest market raids and was executed outside market trading hours. It involved complex UK and Australian legal and regulatory issues arising out of Rio Tinto’s DLC structure.
The deal won Best China Deal at the Finance Asia Awards 2008.
We advised Chinalco, on its acquisition of 12% of Rio Tinto Plc for US$14 billion. The acquisition was made through Shining Prospect Pte Ltd. (SPPL), a wholly owned subsidiary of Chinalco.
Lead partners: Peter Cook, Greg Golding and Jason Watts.
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Hunan Valin’s A$1.2bn acquisition of a stake in Fortescue Metals
The deal involved Hunan Valin Iron and Steel Group Company Limited (“Valin”), a leading steel manufacturer based in Changsha, Hunan, PRC, acquiring a 17.4% stake in Australia’s third largest iron ore producer, Fortescue Metals Group Limited (“FMG”). Valin’s stake is to be acquired by way of both a share subscription with FMG and a share purchase from one of FMG’s existing shareholders, the American based hedge fund, Harbinger Capital.
The deal was a significant (A $1.2 billion) transaction, marking one of China’s largest direct investments in offshore iron ore production companies.
Mallesons provided a seamless and co-ordinated service across its national and international offices and demonstrated the firm’s ability to handle complex negotiations in a bilingual environment. We promptly maintained ongoing bilingual versions of all transaction documents and liaised closely with Valin in both Mandarin and English. Simultaneously, we conducted ongoing negotiations with New York based Harbinger Capital. The deal exemplified the breadth of Mallesons services in the international arena.
Lead partner: Louis Chiam.
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Kirin’s acquisition of Lion Nathan Pty Ltd
We advised Australian beer and wine producer Lion Nathan on its acquisition by Japanese brewer Kirin Holdings. The takeover valued Lion Nathan at A$6.5 billion on an equity basis.
The Mallesons team advising Lion Nathan consisted of partners from a number of expertise areas.
Lead partners: Meredith Paynter and Greg Golding (M&A), Sharon Henrick (Competition), Judy Sullivan (Tax) and Nuncio D’Angelo (Banking and finance).
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Nestlé Australia Ltd and Societe des Produits Nestle S.A. acquisition of Fonterra's Peters ice cream business in Western Australia (WA)
We advised Nestlé Australia Ltd and Societe des Produits Nestle S.A. on their acquisition of Fonterra's Peters ice cream business in WA. Nestlé also acquired the gourmet ice cream brand Connoisseur together with rights to a number of other regional ice cream brands, including Memphis Meltdown. Nestlé now owns the best selling Peter’s ice cream brand Australia wide.
The Mallesons team advising Nestle involved partners from a number of expertise areas.
Lead partners: Michael Barker (M&A), Sharon Henrick (Competition) and Katrina Rathie (Intellectual property).
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BG Group’s alliance and A$5.6bn takeover of Queensland Gas Company (QGC)
Mallesons advised BG Group, one of the world’s largest providers of natural gas, on its successful $5.6 billion on-market takeover of Queensland Gas Company (QGC)
The takeover was the largest on-market takeover bid ever conducted in Australia. The unconditional cash offer was implemented very quickly. BG Group acquired control of QGC within a week of announcing the bid, and crossed the 90% compulsory acquisition threshold within three weeks.
Lead partners: Tim Bednall and James Fahey.
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ARC Energy Ltd A$2bn merger with Australian Worldwide Exploration (AWE)
Mallesons advised ARC on its merger with AWE to create a $2 billion mid-tier oil and gas company.
The transaction involved close co-operation of many different advisers in a range of disciplines, and dealings with ASIC, the ATO, the ASX and approval of the Federal Court. The transaction was completed in a timely manner.
Lead partner: David Perks.
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Xstrata’s A$1bn acquisition of Resource Pacific
Mallesons advised Xstrata on this off-market all cash takeover offer,which was unconditional from the time it was launched. This not only enabled target shareholders to accept the offer and receive payment straight away, but also provided Xstrata with the opportunity to buy shares on-market (below the bid price) during the offer period.
We were heavily involved in all aspects of the transaction, including providing initial technical and regulatory advice, negotiating a cooperation arrangement with Resource Pacific's major shareholder, preparing all relevant takeover documents and notices, and providing strategic advice in response to the defence raised by Resource Pacific.
Mallesons has acted for Xstrata on a number of takeovers in the past. Mallesons was able to utilise this knowledge and its relationship with Xstrata’s other advisers, to assist the takeover being successful. The depth and breadth of the resources of the Mallesons M&A team and key technical advice from partners such as Tony Bancroft and Tim Bednall were essential elements in delivering a successful outcome.
Lead partner: Nicholas Pappas.
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IOOF Holdings’ merger with Australian Wealth Management (AWM)
Mallesons is acting for IOOF Holdings Ltd (IOOF) on its merger with Australian Wealth Management (AWM) by way of scheme of arrangement between AWM and its shareholders. IOOF and AWM will merge to form a financial services company with over $88 billion of funds under management, administration, advice and supervision.
We have assisted IOOF with all aspects of the merger, including transaction structure, regulatory clearances, due diligence and merger implementation. The merger will be implemented by reverse scheme of arrangement, which will result in AWM shareholders holding approximately 70% of IOOF and the issue of new IOOF shares to AWM shareholders in the ratio of one IOOF share for every 3.73 AWM shares held.
Lead partner: Alison Lansley.
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GE Money A$2bn sale of Wizard Home Loans
Mallesons advised GE Money in the sale of Wizard Home Loans to Aussie Home Loans. The transaction was interesting because, rather than hard assets being the focus, the key was to concentrate very much on managing the relationship with franchisees so that a healthy network of branches was ultimately transferred to Aussie. This was particularly challenging in an environment where the mortgage industry in general is under a great deal of stress.
The sale involved the transfer of the Wizard franchise network, as well as the intellectual property associated with the Wizard brand. Coupled with the sale of the home lending business to Aussie, was the sale of approximately $2 billion of Wizard prime mortgages to Commonwealth Bank of Australia.
Lead partner: Alison Lansley.
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BMA’s A$2.45bn acquisition of the assets comprising the New Saraji Coal Project from the New Hope Corporation Limited
Mallesons advised BHP Billiton Mitsubishi Alliance (BMA) on all aspects of BMA’s acquisition of the assets comprising the New Saraji Coal Project from New Hope Corporation Limited. The team worked closely with the BMA commercial and legal teams to support all aspects of the extensive due diligence phase, management of the competitive bid process (including preparation of key bid documentation), negotiation and preparation of the transaction and completion documents.
The defining aspect of this deal was the expedient manner in which the key contractual framework was finalised and agreed with the help of the owners and their advisers. Once BMA was selected as the preferred bidder, the key transaction document was finalised and signed within 24 hours.
With our strong expertise in understanding the key tenure, environmental and infrastructure implications of this exploration project, prior experience in Queensland with such projects and our ongoing relationship with BMA, Mallesons was well positioned to provide very commercial advice to the BMA team for the New Saraji transaction.
Lead partner: Robert Jackson.
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Incitec Pivot’s A$ 3.3bn acquisition of Dyno Nobel
Mallesons advised Incitec Pivot on its A$3.3 billion acquisition of global explosive manufacturer Dyno Nobel by scrip-based scheme of arrangement, and the financing and subsequent refinancing of that acquisition.
The acquisition sees Incitec Pivot transformed into a leading global chemicals company favourably positioned to benefit from the hard and soft commodity super cycle, and moves it into the top 20 ASX-listed companies by market cap
We advised and worked closely with Incitec Pivot on its initial on-market acquisition of some 13% of Dyno Nobel. We then assisted with the negotiations with the Dyno Board to arrive at an agreed deal for the acquisition of the remainder of the company.
We worked closely with Incitec Pivot on all aspects of the transaction, bringing to bear a coordinated team of partners and lawyers from our M&A, Competition, Finance, and Environment teams. We also co-ordinated the input of lawyers in the US, Canada, Mexico, South Africa and other jurisdictions
Lead M&A partners: Alison Lansley and Diana Nicholson (M&A), Jeff Clark (Banking and finance) and Andrew Monotti (Competition).
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Primary’s takeover of Symbion
Mallesons advised Primary Health Limited (Primary) on its takeover of Symbion Health Limited (Symbion) which succeeded after a lengthy and hard-fought tussle between competing bidders Primary and Healthscope Limited (Healthscope). Primary first used a 20% stake in Symbion to block Healthscope's takeover bid for Symbion in September 2007. It then launched its $2.1 billion cash takeover bid ($4.10 for each Symbion share it did not already hold) in November 2007.
The takeover was achieved by the successful devising and implementation of complex strategies which enabled Primary to overcome numerous impediments, including a steep market index decline (falling 13% since Primary’s offer was announced), competing bids, and the main obstacle preventing Primary acquiring full control of Symbion, being Healthscope's acquisition of a synthetic 12% blocking stake in Symbion. Primary having achieved control of Symbion, Healthscope relinquished its stake and Primary subsequently achieved compulsory acquisition.
Lead partners: David Friedlander, Jason Watts and David Eliakim (M&A) and Nuncio D’Angelo (Banking and finance).
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Palmary Enterprises acquisition of Consolidated Minerals
Mallesons advised Palmary Enterprises on all aspects of this takeover and compulsory acquisition.
This was one of the livelier metals and resources takeovers completed in 2007/08, and was the first major investment in Australia by Ukrainian-backed Palmary Enterprises.
Lead partners: David Friedlander and Shannon Finch.
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Xstrata acquisition of Jubilee
Mallesons advised Xstrata plc on its $3.5 billion acquisition of Jubilee - one of the most significant successful takeovers completed in mining in Australia for 2007/08. The transaction has established Xstrata plc’s presence in nickel in Australia.
We advised Xstrata plc on all aspects of this acquisition, and provided a crucial role in the smooth completion of this deal. Our significant experience in advising on large complex control transactions in the resources and energy space in Australia enabled it to advise on a range of key legal and corporate issues that surrounded the transaction.
Lead partner: Nicholas Pappas and Tim Bednall.
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CVC Asia Pacific’s acquisition of 65% of the Stella Group
Mallesons advised CVC Asia Pacific on its successful acquisition of a 65% stake in the Stella Group, the travel and hospitality business of MFS Limited and the formation of a joint venture with MFS to operate the business. The deal was concluded whilst MFS Limited’s shares were suspended.
Lead partners: Peter Cook and Jason Watts.
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Vectis Group Pty Ltd
Mallesons advised Vectis Group Pty Ltd on its takeover bid for property software company Espreon. Vectis is a private equity firm with a focus on service, software and content businesses.
Lead partner: Craig Semple.
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British Airways
Mallesons advised British Airways on the proposed $8 billion merger with Qantas, via a dual-listed company structure.
Lead partner: David Friedlander.
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BG Group
Mallesons advised BG Group Plc on its $13.8 billion bid for Origin Energy Ltd.
Lead partner: Tim Bednall.