Representing substantial shareholder of target in blocking of proposed scheme of arrangement and subsequent takeover offer, including debt and equity funding
We advised Primary Health Care Ltd (Primary) in their takeover bid for Symbion Health Limited (Symbion) which was initially the subject of a failed acquisition by Healthscope Limited (Healthscope) and the IAC Group.
Advising Telstra in the context of T3
T3 represented the divesture by the Commonwealth of Australia of its majority ownership of Telstra. The transaction gave rise to a complex interplay of different parts of the Income Tax Assessment Act, likely to be unique to Telstra’s particular circumstances. The transfer and holding of shares in Telstra by the Future Fund also gave rise to unique considerations. We ensured the public disclosures provided in respect of T3 contained accurate information addressing the tax treatment applicable to prospective purchasers of Telstra shares. These disclosures were further tailored to meet multi-jurisdictional requirements.
Acting for CVC Asia Pacific on its acquisition of 65% of the Stella Group from MFS Limited (now Octavius)
This was a significant transaction as the Stella Group is a major player in the tourism industry, both in Australia and overseas. Our tax team achieved an excellent tax result for CVC with respect to taxation. This included assisting in the structuring of the transaction, negotiating tax indemnities and warranties and dealing with post completion issues.
Acting for Gresham Private Equity with respect to its acquisition of Barminco, one of Australia’s leading underground mining contractors.
This was a significant acquisition as Barminco is one of Australia’s leading underground mining contractors. Our tax team assisted Gresham with the tax due diligence and tax structuring work with respect to this transaction. We also negotiated and drafted comprehensive set of tax warranties and indemnities (and the associated arrangements).
Acting for a leading Australian aircraft owning company on a range of aircraft leasing transactions involving foreign and domestic carriers
These are complex transactions requiring a high level of knowledge on the Australian and foreign tax rules relating to cross border aircraft leasing. Our tax team was able to advise on appropriate structures to manage the foreign and domestic tax issues and to negotiate the tax warranties and indemnities to ensure the risk was properly managed.
Acting for an Australian listed company on the acquisitions and divestment of European renewable energy assets
The acquisition involved liaising with a variety of foreign advisors to ensure the advice in those jurisdictions where the assets were located was managed and reflecting that advice in the acquisition structure. We assisted in achieving the client’s commercial objectives and in interpreting the foreign advice in an Australian context.
Acting for Lion Nathan Group on the acquisition of J Boag & Son Pty Ltd from San Miguel Corporation.
This was a significant acquisition for the Lion Nathan Group as it increased its share of the premium beer market. James Boag is a respected and historical brand in the Australian market. The Mallesons tax team achieved an excellent tax result for Lion Nathan which was necessary due to the structure of the transaction.
BHP Billiton Tax Dispute
This matter is one of Australia's biggest tax disputes and relates to BHPB' multi-faceted dispute with the ATO over the deductibility of expenditure and the financing costs of multi billion dollar investments which went bad around 2000. We have brought over a dozen proceedings in the Federal Court to challenge tax assessments and other ATO decisions.
British Gas investment in LNG Gas Project with Australian partner
We advised British Gas on entering into an $8 billion Liquefied Natural Gas Project with Queensland Gas . We worked closely with British Gas to ensure the matter was conducted in a manner whereby the new arrangements with Queensland Gas could be integrated in the commercial network of British Gas in both Asia and the UK.