Australia

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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AUSTRALIAN UPDATE – Disclosure of Informal Approaches by Bidders

Highlights: Recently, there has been a trend towards Australian listed companies disclosing to the market initial confidential approaches by bidders because of concerns that this was necessary to satisfy their continuous disclosure obligations under the Australian Stock Exchange’s listing rules. Changes to the Australian Stock Exchange’s listing rules and guidance taking effect from 1 May … Continued

Editors’ Note: This report was contributed by Philip Podzebenko, a member of XBMA’s Legal Roundtable and a member of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape. The author is Rodd Levy, partner, at Herbert Smith Freehills. Rodd is a member of Herbert Smith Freehills’ Corporate Group, specialising in mergers and acquisitions and is the author of Takeovers Law & Strategy, 4th edn.

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AUSTRALIAN UPDATE – Protection of Foreign Investment in Australia

Highlights: Australia has entered into a number of investment treaties with other nations to reduce sovereign and political risks for foreign inbound and outbound investments. Typical treaty protections include protection against uncompensated expropriation, rights to fair treatment, protection against physical harm and non-discrimination. Modern investment treaties commonly allow foreign investors to sue the host state … Continued

Editors' Note: This report was contributed by Philip Podzebenko, a member of XBMA's Legal Roundtable and a member of Herbert Smith Freehills' Corporate Group. The authors are Donald Robertson, partner, Leon Chung, senior associate, and Anne Hoffman, senior legal associate, at Herbert Smith Freehills. Don, Leon and Anne are members of Herbert Smith Freehills' Litigation Group, specialising in cross-border and investor-state disputes.

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AUSTRALIAN UPDATE – State of the M&A Nation: 2013 Forecasts

Highlights: The article below presents Gilbert + Tobin’s tips and forecasts for M&A in Australia in 2013.  The key to successful M&A is simplicity and speed.  Acquiring pre-bid stakes outright up front gives bidder a strong strategic advantage.  Cash is preferable to scrip consideration.  Avoid deal structures which will attract regulatory scrutiny and lengthy approval … Continued

Editors’ Note:  This article was contributed by 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.  Peter Cook, recognized as one of Australia's leading Mergers & Acquisitions, Capital Markets and Private Equity lawyers, and Neil Pathak, head of Gilbert + Tobin Mergers and Acquisitions team in the Melbourne office, co-authored this article.

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Australian Update – Foreign Investment in Agriculture

Highlights: The Australian government is planning to introduce a foreign ownership register for agricultural land to provide the community with better information about foreign agricultural landholdings. The government has also published guidance as to factors that it will consider when assessing foreign investment applications involving Australian agriculture. Main Article: Background Foreign investment in the Australian … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable, and Linda Sweeney, solicitor. Mr. Podzebenko and Ms. Sweeney are members of Herbert Smith Freehills’ Corporate Group, which is at the forefront of developments shaping Australia’s corporate landscape.

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AUSTRALIAN UPDATE – Deal Landscape, Deal Structures and Foreign Bidders in Australian Public M&A in 2012

Highlights The Australian public M&A market has seen more restrained activity in the 12 months to 30 June 2012, in line with global trends. The energy and resources sectors continue to dominate public M&A in Australia, accounting for about 50% of transactions. Success rates for transactions increased to 81% in FY2012, while the percentage of … Continued

Editors’ Note: This report was authored by Philip Podzebenko, a member of XBMA’s Legal Roundtable, and Linda Sweeney, solicitor.  Mr. Podzebenko and Ms. Sweeney are members of 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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CHINESE/AUSTRALIAN UPDATE – China-Australia Currency Agreement and RMB Internationalisation

Executive Summary:  Recently, as part of its foreign exchange reforms, the People’s Bank of China signed a bilateral currency swap agreement with the Reserve Bank of Australia.  This report discusses the currency swap agreement and the introduction of PRC laws relating to the internationalisation of the RMB. MAIN ARTICLE Background The currency swap agreement Major … Continued

Editors’ Note:  This report was authored by David Wenger, Partner, Senior Associate Wayne Wang and PRC Consultant Scarlet Feng of Allens.  It was contributed by Ewen Crouch, Chairman of Partners at Allens and a member of XBMA’s Legal Roundtable. Mr. Crouch is one of Australia's leading M&A lawyers, having acted in recent years on some of the country's most significant transactions.

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AUSTRALIAN UPDATE – Australian Regulatory Response to Chinese Investment Opportunities and Challenges

Highlights: Chinese state owned enterprise investment into Australia’s resources sector is helping create unprecedented high-levels of M&A activity. In recent years, Australia’s Foreign Investment Review Board has taken steps to balance the benefits and risks created by this influx by successive revisions or elaborations of the foreign investment policy, amendments to the regulatory framework and … Continued

Editors’ Note:  This paper was co-authored by Jeremy Low, Partner, and Andrew Wong, Senior Associate, at Allens Arthur Robinson.  Mr. Low specialises in mergers and acquisitions, corporate restructurings and corporate governance.  Mr. Low was based in the Allens Shanghai office from 2002 to 2006.  It was contributed by Ezekiel Solomon and Guy Alexander of Allens.  Mr. Solomon, who is a member of XBMA’s Legal Roundtable, has long-ranging global M&A experience and his expertise is in high demand from Australian, United States, Korean and Japanese corporations seeking his advice on the structuring, negotiation, financing and documenting of major energy and resource development projects, joint ventures and acquisitions, as well as negotiations with governments in Australia and Asia.  Mr. Alexander is the National Co-Head of Allens' M&A and Equity Capital Markets practice and has been a member of the Takeovers Panel (established under Australian corporations and securities law to consider disputes in relation to takeovers and other acquisitions of substantial interests in, Australian companies) since 2004.

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AUSTRALIAN UPDATE – Deal Landscape, Deal Structures and Origin of Bidders in Australian Public M&A in 2011

Highlights:  The market for Australian public mergers & acquisitions (M&A) has seen a strong resurgence in the two financial years since the GFC, both in terms of the number of deals being done but also in terms of their value. Success rates are also on the increase, with 70% of announced deals ultimately resulting a … Continued

Editors’ Note:  Mark Rigotti, Freehills’ managing partner and a member of XBMA’s Legal Roundtable, is one of Australia’s leading international legal advisors.  This paper was authored by Simon Reed, Partner, and Mark Tyler, Senior Associate, at Freehills.  Mr. Reed advises on general corporate matters including public company takeovers and private mergers and acquisitions and is a member of Freehills’ Corporate Group which is at the forefront of developments shaping Australia's corporate landscape.

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AUSTRALIAN UPDATE – Trends and Developments in Australian Cross-Border M&A

Executive Summary:  So far this year, about  70% of Australian announced listed company deals over $100m have involved foreign bidders.  Foreigners making bids in Australia include principally acquirors from the US, UK, Canada and China. With the Asian demand for resources and agribusiness companies, Chinese and Indian bids are expected to increase. The large number … Continued

Editors’ Note:  This paper was authored by Gilbert + Tobin partners Neil Pathak, Peter Cook and Nirangjan Nagarajah.  Danny Gilbert, co-founder and Managing Partner of Gilbert + Tobin, is a member of XBMA’s Legal Roundtable and non-executive director of National Australia Bank.

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