Australia

AUSTRALIAN UPDATE – Deal Landscape, Origin of Bidders and Deal Structures

Highlights The Australian public M&A market has seen relatively steady activity levels, with a modest increase in number of deals, but lower total deal value, in the 12 months to 30 June 2017 (FY17). Success rates were down on FY16, with 66% of deals announced in FY17 being completed. The level of contested bid activity … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills staff, Paul Branston, Partner and Michael Denny, Solicitor.

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AUSTRALIAN UPDATE – deal landscape, origin of bidders and deal structures

Highlights The Australian public M&A market has seen steady activity levels, with modest growth in deal volumes (by value) in the 12 months to 30 June 2016 (FY16). Success rates have remained steady, with 73% of deals announced in FY16 being completed. The level of contested bid activity rebounded in FY16 with 6 targets attracting … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills staff, Paul Branston, Partner and Sophie Mony de Kerloy, Solicitor.

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AUSTRALIAN UPDATE: Changes to Australia’s Foreign Investment Regime

Highlights A new foreign investment regulatory regime applies from 1 December 2015. The ‘substantial interest’ threshold above foreign investors must notify Australia’s Foreign Investment Review Board (FIRB), has increased from 15% to 20%. Specific rules now apply to foreign investments in the agricultural sector, following the introduction of the concepts of ‘agribusiness’ and ‘agricultural land’. … Continued

Editor’s Note: This report is contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a member of Herbert Smith Freehills’ Corporate Group. It is based on research conducted by other Herbert Smith Freehills employees, Tony Damian, Partner, Malika Chandrasegaran, Senior Associate, and Gila Segall, Vacation Clerk, Sydney.

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Australian Update: Deal Landscape, Origin of Bidders and Deal Structures

Highlights: The Australian public M&A market has seen an overall decline in deal activity in the 12 months to 30 June 2015 (FY15). Success rates have increased from FY14, with 70% of deals announced in FY15 being fully completed transactions. FY15 has seen an increase in the number of bids implemented via schemes of arrangement, … Continued

Editor’s Note: This report was contributed by Philip Podzebenko, a member of XBMA’s legal roundtable. Mr Podzebenko is a partner at Herbert Smith Freehills in the Corporate Group. This paper was based on research conducted by other Herbert Smith Freehills employees, Paul Branston, Partner, Panashi Devchand, Solicitor, and Gila Segall, Vacation Clerk.

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AUSTRALIAN UPDATE: Distressed M&A: Be Diligent

In brief The low oil price and limited capacity for oil and gas producers to further reduce operating costs is presenting challenges for producers of all shapes and sizes. In 2015 we expect that a number of producers will conduct strategic reviews which may lead to the sale of ‘non-core’ assets. Traditional solutions of raising … Continued

Editors’ Note: This article was contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape.  This article was written by Mr. Podzenbenko’s colleagues at Herbert Smith Freehills: Matthew FitzGerald, Partner, Mary Boittier, Executive Counsel and Peter A Smith, Partner, Brisbane.

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AUSTRALIAN UPDATE – Shareholder Intention Statements: The Takeover Panel’s Proposed New Guidance

Highlights: The Takeovers Panel recently issued a draft guidance note on when shareholder intention statements to accept a bid may be unacceptable. Statements of intention from major shareholders to accept a takeover bid or vote in favour of a scheme should be qualified as being subject to no superior proposal emerging. Shareholders should allow a … Continued

Editors’ Note:  Danny Gilbert, co-founder and Managing Partner of Gilbert + Tobin, non-executive director of National Australia Bank, and a member of XBMA’s Legal Roundtable contributed this article written by his colleagues Neil Pathak, head of the firm’s Mergers and Acquisitions team in Melbourne, Sarah Turner, a partner in the firm’s Corporate Advisory group and Nirangjan Nagarajah, a lawyer also in the firm’s Corporate Advisory group.

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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2014

Highlights The Australian public M&A market has seen a resurgence in deal activity over the 12 months to 30 June 2014. The resurgence has been particularly strong in large transactions. FY2014 also saw an increase in competitive bid scenarios. Overall, success rates for transactions remained relatively steady at 64% in FY2014, up from 63% in … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. This paper was based on research conducted by Simon Reed, Partner, and Panashi Devchand, Solicitor, at Herbert Smith Freehills.

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AUSTRALIAN UPDATE – Economic Activism: Rethinking Directors’ Duties and Governance Structures in the Activist Context

Executive Summary:  The presentation and article below focus on shareholder activism, particularly as conducted by situational hedge funds, and the appropriate standard for director response.  While the authors argue that the Australian legal environment is slanted in favour of activists, they also demonstrate various counterbalances that exist as a result of specific Australian authorities. Main … Continued

Editor’s Note:  David Friedlander, Partner in the Sydney office of King & Wood Mallesons recently presented on the topic of shareholder activism at a conference session at the Supreme Court of New South Wales Annual Law Conference held on 29 July 2014.  Mr. Friedlander is a member of the Australian Takeovers Panel and is consistently ranked as one of Australia's top M&A and equity capital markets lawyers.  The article and slides below presented at the conference session were authored by Mr. Friedlander with his associates Medard Fischer and Michael Ting of King & Wood Mallesons.†

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AUSTRALIAN UPDATE: FIRB Provides Welcome Clarity For A-REITs

Highlights: There has been increasing uncertainty about the circumstances in which foreign investors in A-REITs need to notify their investment to FIRB and seek the Treasurer’s approval. To address this, FIRB has published a press release providing a safe harbour for foreign investors and issuers in which acquisitions of units in listed and other public … Continued

Editors’ Note:This report was written and contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable and a member of Herbert Smith Freehills’ Corporate Group.

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AUSTRALIAN UPDATE: Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2013

Highlights The Australian public M&A market has seen a significant drop in activity over the 12 months to 30 June 2013. After a number of years where the energy and resources sectors were the primary drivers of public M&A activity in Australia, in FY 2013, most activity was in the utilities, industrials, financial services and … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable.  Mr. Podzebenko is a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. This paper was based on research conducted by Simon Reed, Partner, and Mark Tyler, Senior Associate, at Freehills.

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