Mergers & acquisitions - Whitepages · Chemicals OY’s 50% shareholding in Dynea Australia Pty Ltd...

Mergers & acquisitions

January 2016

Page 2 | Hunt & Hunt | M&A Capability

Thank you for the opportunity to introduce you to the Hunt & Hunt team and our experience in mergers & acquisitions work.

Our national M&A team has an impressive array of expertise and depth of experience in advising clients on mergers, acquisitions, disposals and joint ventures – both in Australia and internationally. We are focused on assisting buyers, sellers and JV parties to seize opportunities and achieve their commercial objectives efficiently and with minimal exposure to risk.


Hunt & Hunt | M&A Capability | Page 3

SPECIALIST EXPERTISE IN M&A

The Hunt & Hunt team has recently advised on a considerable number of transactions despite a depressed M&A market, ranging in value from less than $5m to in excess of $100m. We have assisted a diverse range of clients in acquisitions, divestments and joint ventures, from large international and Australian corporates, Government-owned entities and private equity funds to private business owners. We have particular expertise in mid-market transactions and have worked with many private business owners to build and add to their business, and plan an exit transaction that maximises value.

A STRATEGIC, COMMERCIAL APPROACHWe understand the importance of strategic and creative thinking, excellent project management and timeliness in progressing and completing M&A transactions. Our extensive work with a wide variety of different M&A participants provides us with real insights into their different perspectives and drivers, enabling us to assist in negotiating the optimal outcome.

COST CONSCIOUSWe are sensitive to clients’ concerns regarding legal costs and work proactively to maximise value and provide transparency in this area.

CAPTURING THE DEAL SWIFTLY AND EFFICIENTLYUnderpinned by robust legal analysis, our focus is to work with our clients and their advisors to identify the crucial issues and deliver the right solutions quickly, whilst sensibly minimising risk and business disruption.

CLIENT OUTCOME DRIVENWe listen to our clients and take a personal interest in their business. Understanding their priorities and business objectives allows us to identify and deal with opportunities and risks specific to their business. Our focus is always on achieving our client’s desired outcome and working with other advisors to deal with any obstacles that arise.

Why Hunt & Hunt


COLLABORATIVE APPROACH

It is imperative that clients trust their advisors to work together effectively. We pride ourselves on our ability to build genuine, collaborative relationships and work as a team with other professional advisors, such as investment banks and accounting and corporate advisors.

COMPLEMENTARY EXPERTISE

Our firm has specialists in the areas often relevant to a successful M&A transaction (for example, employment, property (including environmental and leasing), intellectual property and information technology), and we ensure that all specialist knowledge is strategic and outcome-focused.

REAL CHINESE EXPERTISEOur national M&A team has genuine experience in advising Chinese clients over 20 years and is supported by our Shanghai office. Since 1998, we have been and remain the only mid-tier Australian law firm licensed to operate in China.



Our M&A team’s track record

ACQUISITIONS

• Confidential: acted in the acquisition of Barloworld Group. The seller was the UK subsidiary of Barloworld Limited, a South African based public company. This transaction involved a number of Volkswagen, Mercedes and Holden dealerships in NSW and Victoria. It involved extensive due diligence on the Group’s businesses and properties, negotiations on a number of financing agreements, releasing several global inter group agreements and international syndicated facilities and entering into IP licenses.

• QShip and QNav: acted as part of a team of international lawyers in the $9 billion merger of public companies, QShip and QNav. This was the largest merger in Qatar and exposed inadequacies in the local laws.

• Dongil: acted for this South Korean listed steel manufacturer in relation to its acquisition (by bid-process) of 100% of the share capital in an Australian manganese producing company from BHP Billiton. The target was valued at approximately AUD120 million. Our work included an extensive due diligence of the target’s assets. Hunt & Hunt also advised on the bid process and assisted in negotiating all transaction documents.

• Peter Warren Group: acted on the acquisition (by way of a share purchase) of two Mercedes dealerships in Sydney, including advising on structuring of the transaction in conjunction with the client’s tax advisors, and the drafting and negotiation of two share sale agreements and a shareholders’ agreement for the acquiring entity.

• Redstar Transport: advised on the management buyout of the Bunker Freight Lines business from the private equity owners of the Silk Logistics Group, Gresham Private Equity.

• Australian Gift and Homewares Association: advised AGHA on its strategic acquisition of the “Fashion Exposed” trade fairs from Informa Group. This transaction was negotiated, signed and completed within less than two weeks.

• Flight West Airlines: acted for the purchasers of this airline. Unusually, the purchasers purchased the company in administration rather than the conventional approach of acquiring the business assets.

• Manchester Unity Friendly Society: acted on its merger with Lifeplan. The matter involved complex negotiations with bankers and Government.


• Hydro Tasmania: advised on the acquisition (staggered over two separate stages) of the shares in Momentum Energy Pty Ltd, a Victorian/South Australian electricity retailer. As the sale of the second tranche was deferred, this involved drafting and negotiating a shareholders’ agreement with the private equity sellers to apply during the interim period. The purchase consideration was AUD17.1 million for the initial tranche, plus a carefully structured “earn out”.

• Guangdong Guangxin Holdings Group Co., Ltd: acted for this large Chinese state-owned enterprise in its multimillion dollar investments in shares and options in ASX listed resources companies Kagara Limited and Mungana Goldmines Ltd, including obtaining FIRB approvals.

• Heze Ju Xin Yuan Food Co., Ltd: acted for this Chinese canned food manufacturer in its backdoor listing on the ASX.

• TUI Travel Group: worked alongside client TUI Travel PLC in providing the legal advice and support regarding TUI’s entry into a strategic venture with global tour operator Intrepid Travel. The venture combines Intrepid Travel’s and TUI Travel PLC’s international portfolio of adventure brands to create a global leader in adventure travel. TUI Travel acquired a 60% stake in the venture, with the remaining stake owned by Intrepid’s private shareholders.

• Laminex: advised on its acquisition of the Central Tablelands Commercial Industries bathroom partition and laminate product manufacturing business, and the related joint venture arrangements with the founding shareholder of the business.

WE COMBINE LEGAL EXPERTISE WITH KNOWLEDGE OF THE M&A AREA TO PROVIDE OUR CLIENTS WITH COST EFFECTIVE, PRAGMATIC AND COMMERCIALLY ASTUTE ADVICE.


• Wonderest/Sleepyhead: advised this privately owned NZ group on its acquisition of Pacific Brands Household Products Pty Ltd, owner of the “Sleepmaker” and “Dunlop Foams” businesses. Total sale consideration was approximately AUD55 million.

• Climate Group: acted on the acquisition of the business and assets of the Bradflo Group, a leading manufacturer and distributor of heating ventilation and air conditioning products.

• Icarus Derivatives: acted for this private equity in its acquisition of all the shares in a Chilean mining company from ASX listed resources company Admiralty Resources NL, including negotiation of an ongoing royalty agreement and unwind option.

• Bond Group (UK): acted on its takeover of Lloyd Helicopters.

• Laminex (a division of Fletcher Building Limited): advised on the acquisition of a 20% interest (with rights to acquire a further 30%) of Dongwha Patinna NZ Limited (an NZ manufacturer of medium density fibreboard) and related shareholder arrangements.

• Houghton Mifflin Harcourt Publishing Company: acted for HMH on its acquisition from a group of shareholders of all of the shares on Fortunas Publishing Pty Ltd (the developer, publisher and distributor of the “Starship English” program for teaching English as a second language) and on a subsequent restructure of the HMH Group’s Australian entities.

• Confidential Client: advised a private equity group in relation to an acquisition of multiple retail liquor businesses and associated freehold land from an ASX listed entity, including management of the due diligence process, obtaining all required regulatory approvals, and negotiating all transaction documents.

• Melbourne Pathology: advised on its business acquisition from Dermpath Pty Ltd, which conducts a histopathology business.

• Thomas Schmidheiny: represented this private Swiss investor in his acquisition of the Chapel Hill winery in McLaren Vale, South Australia from the Gerard Industries Group and in negotiating all related agreements.


DIVESTMENTS

• Hydro Tasmania: advised on the sale by Roaring 40s Renewable Energy (Hydro Tasmania’s joint venture with China Light & Power (CLP)), of its Chinese and Indian wind farm assets. These were purchased by CLP for approximately AUD164 million in a “locked box” transaction.

• Laminex: advised on the sale of Dynea Chemicals OY’s 50% shareholding in Dynea Australia Pty Ltd (JV company which Laminex Group is 50% shareholder) to Momentive Speciality Chemicals Pty Ltd. Advice enabled design and delivery of a carefully calibrated transaction process to replace the current JV partner so as to significantly enhance competitiveness.

• VEC Civil Engineering: acted for the private owners of this civil contracting business on their sale to Downer EDI Limited for sale consideration of approximately $10 million. Our work for this long- standing client included advice over several years to assist in preparing the business so that proceeds were maximized on exit.

• Chambers Travel Group Limited (UK): acted as Australian counsel for Chambers Travel in relation to

their acquisition by Corporate Travel Management (Aus) for consideration of up to £39M including earn-outs.

• L.H. Perry & Sons: advised the half owner of this large South Australian petroleum retail and distribution business on his successful exit. This was achieved through the exercise of the other shareholder’s pre-emptive rights but precipitated by our client entering into an option agreement with an external party.

• Goodlife Health Clubs: acted for original owners on their sale to private equity, then for Goodlife in relation to subsequent acquisitions, then for management shareholders in relation to a secondary buyout by Macquarie Leisure (now Ardent Leisure).

• Confidential client: acted for a shareholder and secured creditor in relation to sale of electrical engineering / technology business (via a share sale) to Siemens Ltd.

• NSR Australia: acted for the private owner of the NSR Australian sports scouting and US college scholarships placement business on the restructure and partial sell down to a group of private investors lead by Stride Investments Pty Ltd.


• Hydro Tasmania: acted for Hydro Tasmania in establishing its Australia/Asia joint venture with China Light & Power under which CLP contributed approximately AUD120 million to take a 50% interest in Hydro Tasmania’s existing and planned renewable energy projects.

• Confidential Client: advised in relation to the sale of multiple car dealerships under single private ownership, including negotiation of new property leases.

• Henry Walker: Acted on the sale of its aircraft maintenance business “Rossair”

• Golden Shamrock Mines: Acted on the disposal of its Mt Gunson copper mine.

• Rothschild Australia/Arrow Hawthorn: acted for Arrow Hawthorn Pty Limited (a member of the Rothschild Australia Group) on its sale to Swinburne University of the student accommodation and retail/commercial businesses and premises located at Swinburne’s Hawthorn campus.

• Ridley AgriProducts: advised on the divestment of Ridley’s Bulk Dairy Feed business at Corowa, NSW to Oxdale Dairy Enterprises.

• Administration and Receivership Sales: advised on the divestment aspects of several administration and receiverships including Range River Gold (Mt Morgans, Indee and residual asset sales), GMC, Automotive Components, Melba Tex, Ajax Fasteners and Coo’ee on St Kilda.

WE PRIDE OURSELVES ON DELIVERING PERSONALISED SERVICE, WHETHER WE ARE WORKING ON A PRIVATE BUSINESS SALE OR PURCHASE, OR A HIGH VALUE, MULTI-JURISDICTIONAL TRANSACTION FOR A MAJOR CORPORATE CLIENT.


• TUI Travel Group: advised on the divestment of TUl’s “Oz Experience” and “Oz Express” tourist bus service businesses.

• Confidential Client: advised in relation to the sale of a fruit and nut orchard to an ASX listed entity. Provided advice and negotiated documentation regarding the transfer of water licences, irrigation infrastructure, and distribution agreements.

• Synergy Metals Ltd: acted for this ASX listed exploration company on the acquisition of shares and options in the company by Northwest Nonferrous International Investment Company Ltd. (a large Chinese state-owned enterprise).

• Private client: advised a part owner of several Ballarat hotel/hospitality businesses on his successful exit. Our approach achieved a very “clean” exit for this client (with minimal post-exit risk) and secured the realisation of all related investments as part of a single transaction.

• Knox City Council: acted for the Council on the sale of its residential aged care business and related property assets.

• Metlink: acted for Metlink in the transfer of its operations to Public Transport Victoria.

• Nylex: advised on the sale of 20 businesses/companies over several years for proceeds of approximately AUD260 million (excluding property). This included the sale of the Pryda and Reid (for AUD79.5 million), Radiator (for AUD22.5 million), D C Ross Precision Engineering (for AUD14 million), Champion Compressors (for AUD33 million), Toowoomba Foundry (for AUD18 million) and automotive divisions.

• Private sellers: acted for the private sellers of The Natural Confectionery Company to Cadbury Schweppes for sale consideration exceeding AUD70 million.

• Private sellers: acted for the owners of a drive-through technology supplier (which supplies to most outlets of McDonalds, Hungry Jacks and KFC) on the sale of their business.

• Confidential client: AUD18 million trade sale of a private services company to an ASX listed entity.

• Confidential client: AUD13 million trade sale of a private web solutions company to an ASX listed entity.

• Wine MIS: corporate restructure from an MIS vehicle to traditional trust.


THE QUALITY OF YOUR SERVICES AND, MORE IMPORTANTLY, THE LEVEL OF COMMITMENT TO YOUR CLIENT’S NEEDS WAS, INDEED, AMAZING. M&A PARTNER, LEADING EUROPEAN LAW FIRM - OCTOBER 2013


NICK MILLERPartner, MelbourneT +61 3 8602 9269 | E [email protected]

Nick specialises in corporate and commercial transactions, with a particular emphasis on M&A work. His expertise includes joint ventures, commercial contracts, due diligence and foreign investment approvals. One of Nick's areas of focus is advising

privately owned businesses on exit strategies and business succession planning.

Nick's clients include Australian, European, Asian and United States organisations across various industry sectors, with a bias towards manufacturing and distribution businesses and agribusiness. He is highly regarded for his negotiation skills and pragmatic approach.

JILL MILBURNPartner, SydneyT +61 2 9391 3142 | E [email protected]

With more than 20 years’ experience advising leading Australian and international corporations, banks and equity funds, Jill’s experience in corporate and commercial law includes advising clients on transactional and regulatory matters under the

Corporations Act and the Trade Practices Act. This includes acquisitions and divestments, capital raisings and funds management as well as the preparation of joint venture agreements, shareholder agreements and general commercial contracts.

STEFAN JURY Partner, AdelaideT +61 8 8414 3363 | E [email protected] Stefan Jury

Stefan has 25 years’ experience in finance and corporate work and has acted for listed public companies, financial institutions and government bodies across a wide range of industries including primary industry, insurance, aviation, mining and banking and

financial services both in Australia and the Middle East.

National M&A contacts


EGILS OLEKALNS Partner, AdelaideT +61 8 8414 3342 | E [email protected]

Egils is an experienced commercial and property lawyer with a specialist mining and resources practice. His specialisations include mining law, joint ventures, native title, land access, capital raising and due diligence in relation to project acquisitions. He holds a law

degree and a Graduate Diploma in Land & Resources Law and has over 30 years practical experience working in private practice and as a corporate lawyer for a major petroleum company in South Australia.

HAROLD O’BRIENPartner, North RydeT: +61 2 9804 5753 | E: [email protected]

Harold’s practical and broad application of the law enables him to support a wide range of satisfied clients across commercial, retail, telecommunications & media and commercial property matters. He routinely provides sound and pragmatic advice on sales and

purchases of businesses, joint venture and shareholder agreements, and an array of commercial contracts and licenses.

His clients include manufacturers, franchisors, telecommunications & media providers, commercial & retail landlords and tenants.

STEPHEN ROBERSON Partner, BrisbaneT +61 7 3226 3903 | E [email protected]

Stephen is a commercial lawyer with extensive experience in advising businesses, in particular on acquisitions and divestments, commercial agreements, structuring, legal risk management issues and revenue issues. Stephen also advises on property law issues

(with a focus on commercial and industrial property), as well as banking and finance matters. Stephen also understands the needs of the charity and not-for-profit sector, and advises enterprises in that sector.

National M&A contacts


DARREN MILLER Partner, PerthT +61 8 9488 1300 | E [email protected]

Darren heads the Commercial Group in Perth.

His practice includes advising on the sale and purchase of shares, businesses and commercial property, general commercial matters, commercial and retail leasing, licensing, employment and providing

corporate advice in relation to obligations and liabilities of company directors. He also specialises in advising on financial matters for small commercial and private lenders.

FRANK PATONSpecial Counsel, MelbourneT +61 3 8602 9212 | E [email protected]

A member of our Asian and International Corporate practice group, Frank’s clients include both foreign corporations carrying on business in Australia and Australian companies conducting business overseas, particularly in Asia, India and the Middle East.

Frank applies his corporate and commercial law expertise to support his clients through potential acquisitions and investments, due diligence work, joint ventures, negotiating and documenting commercial transactions, drafting distribution and sponsorship agreements and many other contracts, and licensing intellectual property. He also provides general legal and business advice to major manufacturers and trading houses.

LYNNE GRANTSpecial Counsel, MelbourneT +61 3 8602 9246 | E [email protected]

Lynne has a range of expertise in M&A and capital markets. She has worked on complex commercial transactions and is experienced in structuring commercial deals, undertaking large scale legal due diligence, both negotiating and documenting

commercial agreements and implementing and executing transactions.


ANDREW FISHERPartner, AdelaideT +61 8 8414 3322 | E [email protected]

Andrew is an experienced commercial lawyer advising in commercial transactions, property, business structuring and regulatory compliance. Andrew has over 15 years of experience in Adelaide and Darwin as a commercial lawyer to private, local government

and not-for-profit sector clients. Amongst other industry sectors, he has undertaken several transactions involving hotels and wineries, including advising on liquor licensing issues.

DANIELLE LARKIN Senior Associate, MelbourneT +61 3 8602 9219 | E [email protected]

Danielle has a range of M&A and corporate experience, including on private equity and international transactions. She has acted for privately-owned clients on acquisitions and divestments (including vendor financed transactions), for vendors on pre-sale due diligence

and for M&A parties to draft and negotiate the collateral commercial arrangements often critical to a successful M&A transaction.


ABOUT OUR NATIONAL CORPORATE & BUSINESS ADVISORY TEAM

Hunt & Hunt knows that providing practical advice to businesses requires more than just knowledge of the law. Our goal is to be our clients’ trusted business advisors. We take a genuine interest in our clients’ businesses and deliver more than just a traditional legal service.

Our core services include providing representation, advice, documentation, assistance in negotiations, and management of disputes in the following industries and areas:

• M&A • Due diligence • Mining & resources • Company structuring & restructuring • Corporations law & corporate governance • Infrastructure, engineering & construction projects • Customs law & practice • Supply, manufacturing, agency, licensing & distribution contracts • International trade & investment • Stamp duties & tax • Employment law & practice • Health law & health insurance law • Business succession planning • Intellectual property


ABOUT HUNT & HUNTWith offices across Australia, an office in Shanghai and a client base of major corporations, government departments, small to medium enterprise and individuals, we have the experience, resources and reputation to support your needs wherever you need us. Our team provides you with local knowledge spanning many decades, underpinned by the collaboration of national expertise.

Across our legal group, we employ approximately 60 partners and 400 professionals who have an unwavering commitment to client service. Confident in our technical abilities, we build relationships founded on a genuine interest in our clients, characterised by understanding and trust.

We have also carved out an enviable position in the Australian legal market by positioning our firm at the midpoint on price, and will assist you in containing your legal costs without compromising results.

Our peopleIt’s our people who make Hunt & Hunt an invigorating and positive workplace. There is a strong focus on the professional development and mentoring of our legal and internal support professionals, promoting long-term career opportunities and a healthy and happy work/life balance.

Giving backOur people want to make a difference – not only in law and business but in the wider community. We believe it’s our responsibility to minimise our environmental impact, and to give our time and skills to benefit the communities in which we work and live.

InterlawHunt & Hunt is the only Australian member of Interlaw – an international network of quality-monitored, corporate, commercial and independent law firms – which enables us to provide our clients with access to a range of specialities, expertise in local jurisdictions and a roadmap through the legal, cultural and linguistic difficulties which cross-border commercial transactions can involve.


Other Hunt & Hunt service areas:

Asset & Succession Planning | Building

& Construction | China Advisory

| Competition & Consumer Law |

Corporate & Commercial | Customs

and Global Trade | Employment &

Workplace Relations | Insolvency &

Debt Recovery | Insurance | Intellectual

Property | Litigation & Alternative Dispute

Resolution | Property


SydneySydney (City)Gateway, 1 Macquarie Place Sydney NSW 2000 T +61 2 9391 3000 F +61 2 9391 3099

Sydney (North Ryde)Level 2, 1 Innovation Road North Ryde NSW 2113 T +61 2 9804 5700 F +61 2 9804 5799

MelbourneLevel 26, 385 Bourke Street Melbourne VIC 3000 T +61 3 8602 9200 F +61 3 8602 9299

BrisbaneNicholsons Solicitors Level 12, 110 Eagle StreetBrisbane QLD 4000T +61 7 3226 3944 F +61 7 3221 3756

AdelaideLevel 10, 400 King William Street Adelaide SA 5000 T +61 8 8414 3333 F +61 8 8211 7362

PerthCulshaw Miller Lawyers Level 1,16 St Georges Terrace Perth WA 6000 T +61 8 9488 1300 F +61 8 9488 1395

HobartLevel 9, 85 Macquarie Street Hobart TAS 7001 T +61 3 6210 6200 F +61 3 6234 3774

DarwinLevel 2, 13 Cavenagh Street Darwin NT 0800 T +61 8 8924 2600 F +61 8 8941 0012

ShanghaiRoom 701, Summit Centre 1088 Yan An Xi Road Shanghai China 200052 T +86 21 6249 3543 F +86 21 6249 3545

The Australian Member of Interlaw

www.hunthunt.com.au

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