Proposed acquisition of AXA APH
Mallesons advised AXA Asia Pacific Limited in respect of the acquisition by National Australia Bank of the Australian and New Zealand businesses of AXA APH for $4.6billion as part of the proposal to acquire all of the shares in AXA APH. AXA (France) has agreed to purchase the Asian business of AXA APH for $9.4billion.
This deal is significant because it’s a complex structured transaction involving a listed public company to maximise the value for AXA APH shareholders in selling major assets to different acquirers and thereby maximising the overall consideration.
Lead partners: Stephen Minns and Alison Lansley (M&A) and Caroline Coops (Competition)
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Citi Group-Morgan Stanley $US2.7bn joint venture
Mallesons advised Citi Group on a 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 GFC has given rise to a number of global transactions which require the crafting of some complex arrangements in very tight timeframes and this one was no exception.
Lead Partners: The Australian legal work for Citi was completed by a cross-practice Mallesons team consisting of Partners Joshua Cole, Greg Golding and Andrew Gray from M&A; Simone Menz from Property; Special Counsel Malcolm Brennan for Foreign Investment Review Board (FIRB) issues and Senior Associate Stuart Courtney from the Tax group.
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Challenger's sale of its mortgage distribution business to NAB
Mallesons acted for Challenger Financial Services Group on the $385m sale of its mortgage aggregation business to National Australia Bank (NAB).
The teamwork from corporate advisory, securitisation, intellectual property and revenue lawyers on both sides of the deal had to negotiate and complete the sale of a very complex business on time.
Lead partner: Tim Bednall
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Privatisation of Lion Nathan by Kirin by way of a scheme of arrangement
Mallesons advised Lion Nathan in relation to its acquisition by Kirin. Kirin acquired all of the issued shares in Lion Nathan which it did not already own. The parties executed an Implementation Agreement on 10 May 2009 and shareholders approved the deal at a meeting on 17 September 2009.
This is one of the largest investments in Australia by a Japanese company which, combined with Kirin's existing investment in National Foods, created one of the largest food and beverages companies in the Asia Pacific. The combined operations will be managed by Lion Nathan's existing management team.
Lead partners: Meredith Paynter and Greg Golding
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Greenhill & Co acquisition of Caliburn Partnership
Mallesons advised Greenhill on its acquisition of the Caliburn Partnership. Greenhill acquired all of the issued shares and other equity rights in Caliburn in return for a combination of common stock, performance based convertible stock and restricted stock units (RSUs). The parties executed a sale agreement on 17 March 2010 and completed the transaction on 1 April 2010.
Greenhill is a NYSE listed independent global investment bank, based in New York and Caliburn is a leading independent financial advisor in the Australasian market. The purchase will expand Greenhill's operations to Australia and New Zealand under the name of Greenhill Caliburn.
Lead partners: Joshua Cole and David Friedlander
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Aquila/Baosteel placement and strategic co-operation
Mallesons advised Aquila Resources in relation to the strategic co-operation created between Aquila Resources and Baosteel Group Corporation. Under the agreement, Baosteel invested $285.6 million in Aquila via a placement of up to 15% of Aquila's shares and entered into a strategic co-operation agreement to facilitate the development of a broader co-operation between Aquila and Baosteel.
The deal is significant to Aquila because it enables the company to fast track the development of its key steel raw minerals projects. Baosteel will assist Aquila source low-cost financing for a number of Aquila's projects and establish joint sales arrangements for the distribution of Aquila's share of production throughout China.
Lead partner: Nigel Hunt
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Chinalco’s proposed investment in the Rio Tinto Group
Mallesons 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.
This is the largest ever proposed outbound investment by a Chinese State Owned Enterprise (SOE) (US $ 19.5 billion). It is a truly global transaction with an investment in Rio Tinto plc listed on the London Stock Exchange and New York Stock Exchange and Rio Tinto Limited listed on the Australian Securities Exchange, together with direct investments into 8 Tier 1 mining assets located throughout the world.
Lead Partner: Robert Jackson, Greg Golding and Lee Horan
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Hunan Valin acquisition of a stake in Fortescue Metals Group
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”).
The deal is a significant (AUD $1.2 billion) transaction, marking one of China’s largest direct investments in offshore iron ore production companies. The deal is significant from Valin’s perspective, providing diversification of earnings by industry and geography and complimenting their downstream steel production business.
Lead Partner: Louis Chiam
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Arrow Energy Limited/Royal Dutch Shell
Mallesons acted for Arrow Energy Ltd and its various subsidiaries. Arrow sold 30% of its existing interest in various domestic upstream coal seam gas assets to Shell CSG (Australia) Pty Ltd, a subsidiary of Royal Dutch Shell. Arrow then sold a further 12% of its interest in the Tipton West Joint Venture, which it acquired from Beach Petroleum as part of a separate transaction, to Shell CSG.
The deal resulted in Royal Dutch Shell, one of the largest international energy producers, gaining a significant presence in the Australian coal seam gas industry and is recognised as one of the major transactions underpinning the development of Australia's LNG industry.
Lead partner: John Humphrey
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QGC - Condamine Power Station
Acted for QGC in the purchase of the physical assets of Condamine Power Station from the ANZ Energy Infrastructure Trust. The Condamine Power Station is fuelled by coal seam gas produced at QGC's gas fields in the Surat Basin and will provide clean power for the National Electricity Market. We are now advising QGC on the restructuring of the holdings of the power station in order to simplify and remove complexities of the previous financing structure.
An important aspect of this transaction was managing to arrange Foreign Investment Review Board approval in a short timeframe which provided substantial savings for our client.
Lead partner: Robert Jackson
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Xstrata Copper
We acted for Xstrata in its sell out of an interest in an offshore Copper project 'El Morro' located in Chile.
This was a complex transaction as the right of first refusal was exercised and is now under Canada law and Chilean ongoing court issues.
Lead partner: Robert Jackson
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BG sale of LNG to China Offshore Oil Corporation (CNOOC) and sale of equity in LNG Project
Mallesons acted for BG Group in relation to its deal to sell LNG from its Queensland Curtis project to China National Offshore Oil Corporation (CNOOC) and CNOOC's equity investment in that project.
The deal is one of the largest ever gas sales from Australia to Chinese interests.
Lead partners: James Fahey and Joshua Cole
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Acquisition of United Minerals Corporation by BHP Billiton by way of a scheme of arrangement
Mallesons advised BHP Billiton in relation to its acquisition of United Minerals Corporation by way of scheme of arrangement. The parties executed a Merger Implementation Agreement on 15 October 2009 and shareholders and the Federal Court of Australia approved the scheme on 28 January 2010 and 3 February 2010 respectively.
This transaction allowed BHP Billiton to acquire control of United Minerals’ Railway Deposit, which is directly adjacent to Mining Area C (owned by BHP Billiton’s Mt Goldsworthy joint venture). The asset is a logical fit with BHP Billiton’s established mine and rail infrastructure in its Western Australian Iron Ore operations.
Lead partners: Alan Murray and Nigel Hunt
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HBOS sale of Bankwest and St Andrews group
Mallesons advised HBOS plc on the implementation and completion of the sale of Bankwest and St Andrews group to Commonwealth Bank of Australia. Mallesons also advised HBOS on various sale related matters and operational and legal transitional issues in relation to the separation from the HBOS structure of the entities being sold.
The deal was significant to HBOS because it was part of a worldwide rationalisation of the Lloyds Banking Group's operations after it acquired HBOS. While HBOS ceased carrying on retail banking and insurance businesses in Australia following the sale, it also needed to restructure its remaining Australian operations and put appropriate arrangements in place to support the remaining Australian businesses.
Lead partner: Nigel Hunt
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Internalisation and corporatisation of MMG
Mallesons advised Macquarie Capital Group (as manager and major shareholder) in relation to the internalisation and subsequent corporatisation of Macquarie Media Group (MMG), now the Southern Cross Media Group.
Mallesons simultaneously acted for Macquarie Capital Advisers and RBS Equity Capital Markets as underwriters for an entitlement offer to raise A$294 million for Macquarie Media Group (MMG), a capital raising which formed a key part of MMG's restructuring initiatives.
The transaction involved a number of complex regulatory issues which were managed effectively in a tight timeframe.
Lead partner: Susan Hilliard and Greg Golding
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Sale of Macquarie Communications Infrastructure Group to Canadian Pension Plan Investment Board
Mallesons provided strategic, governance and structuring advice to Macquarie Group Limited in the sale of its interests in Macquarie Communications Infrastructure Group to Canadian Pension Plan Investment Board.
As part of this transaction, Mallesons advised Macquarie in the simultaneous sale of its wholly-owned subsidiary, Macquarie Communications Infrastructure Management Group to CPPIB.
This transaction marked the first of Macquarie's recent internalisation initiatives and received overwhelming support from securityholders.
Lead partner: Susan Hilliard
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Metro Trains Melbourne - Melbourne Rail Franchise
Mallesons acted for Metro, the successful tenderer, in its bid to operate and maintain the Melbourne Metropolitan Train System under a franchise agreement with the Victorian Department of Transport. This involved advising Metro on and negotiating a franchise agreement together with a large number of related agreements with other operators and entities involved in the public transportation system, to enable Metro to operate and maintain the rail network.
This was a complex and unusual transaction in Australia with a considerable number of separate but interdependent aspects. Victoria is the only State in Australia which has privatised the operation of its passenger rail (light and heavy) services, and this is the only passenger rail franchise which has been awarded in Australia since the last Melbourne Metropolitan Train System refranchising in 2004.
Lead partner: Cheng Lim
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Sale of United Malt Holdings by CHAMP Private Equity and Castle Harlan, Inc.
Mallesons advised CHAMP Private Equity and Castle Harlan, Inc. in relation to the sale of 100% of United Malt Holdings to GrainCorp Limited, a company listed on the ASX.
United Malt Holdings is a leading producer of malt, primarily supplying the beer and whiskey beverage industry. It operates in Australia, the United States, Canada and the United Kingdom, which required Mallesons to co-ordinate advisers from each of these jurisdictions.
This transaction was completed during the midst of the severe global financial crisis and considerable uncertainty in financial markets, in particular for transactions regarding private equity participants. It was the first major private equity trade sale exit post GFC in this region. For GrainCorp, the acquisition almost doubled the size of its business and involved a significant capital raising in order to fund a substantial proportion of the acquisition cost.
Lead partners: Mike Barker and Yuen-Yee Cho.
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Proposed Acquisition of Transurban
We advised Transurban Limited in responding to an approach by Canadian Pension Plan Investment Board and Ontario Teachers’ Pension Plan in relation to an indicative proposal to acquire Transurban for $6.8billion.
The approach by Canadian Pension Plan Investment Board and Ontario Teachers’ Pension Plan reflects ongoing interest by foreign investors in long term available assets in Australia
Lead partners: Stephen Minns and Craig Semple