Corporate Transactions

• Zig Inge Group/Macquarie Capital Alliance Group– Herbert Geer acted for the Inge Family and Macquarie Capital Alliance Group on the sale of Zig Inge Group Pty Ltd (ZIG) to Retirement Villages Group (a joint venture between Macquarie Capital Funds and FKP Limited (RVG). ZIG has 18 retirement villages (with 1,966 ILUs) and 233 Lifestyle Serviced Apartments throughout Australia. In addition to this it has 7 brownfield development sites (with 359 ILUs) and 8 greenfield development sites (with 1,537 ILUs). The sale was conducted as a competitive auction in which many of the major companies in the seniors housing industry participated. The sale process was run by the Caliburn Partnership with whom Herbert Geer worked closely throughout the entire process.
• Zig Inge Retirement Villages Limited – Herbert Geer has acted for the Zig Inge Group (one of Australia’s largest and most successful retirement village owners and operators) for many years. Herbert Geer advised the Group on the sale of a 49% interest to Macquarie Capital Alliance Group (MCAG) for $100 million. The transaction was run as a dual track process with the directors considering a listing and private treaty sale simultaneously. Herbert Geer’s role in the MCAG transaction involved all aspects of negotiation and documentation (including sale of shares and subscription agreements, shareholders agreement and associated legal documents necessary to restructure the Group prior to MCAG’s investment taking effect).
• Purchase of mortgage book for listed financial services company – Herbert Geer advised a significant listed financial services company, on the acquisition of a mortgage book worth approximately $1.08 billion.
• Purchase of property funds management specialist – Herbert Geer acted for the listed financial services company, OFM Investment Group Limited (OFMIG) in its acquisition of the entire issued share capital of Century Funds Management Limited (CFM). CFM is a property funds management specialist with approximately $440 million of funds under management as at 30 June 2006. OFM paid $26.8 million in cash and $15.6 million in OFMIG shares. This was the third major acquisition that Herbert Geer has advised OFMIG on in a 12 month period.
• Sale of major player in the Australian plastics industry – Herbert Geer acted for the owners of the Finewrap Group in the sale of its Finewrap, Multiflex and Flexible Packaging divisions to Aperio Group (Australia) Pty Limited. The sale was conducted as a competitive auction following a world-wide search for the ideal purchaser of the businesses. Negotiations with the successful bidder were then concluded over a 10 day period.

       Public Markets

• WHK Group Limited/Macquarie Wealth Management – Herbert Geer advised WHK Group Limited on a transaction with Macquarie that involved the negotiation and documentation of a strategic partnership between the two parties and the negotiation and documentation of a convertible notes issue. Under the strategic partnership, WHK will have access to Macquarie’s products, services, resources and expertise. In addition to the strategic partnership, WHK issued 30 million convertible notes to Macquarie at an issue price of $1.00 each.
• Skywest Takeover – Herbert Geer acted for Captive Vision Capital Limited in its successful takeover bid for the West Australian regional airline Skywest Limited. Skywest is one of Australia’s largest regional airlines. The Herbert Geer team assisted Captive Vision take control of Skywest amidst significant hostility and an ASX listing of Skywest during the takeover bid period.
• Canbet/IAS Merger – Herbert Geer acted for Canbet (an internet based wagering and gaming company listed on ASX with substantial operations in the UK) in its merger with International All Sports Limited (a major on-line bookmaker developed by Mark Read). The merger involved a Court approved scheme of arrangement (Federal Court of Australia) and shareholder approval. Herbert Geer’s role involved all aspects of merger project management and the preparation of the scheme booklet. The objective of the merger was to enable the merged group to become a truly competitive global wagering and gaming business of scale.

       Restructure

• Village Roadshow Entertainment Group – Herbert Geer acted for Village Roadshow Picture Group on the transaction that merged the Village Roadshow Picture Group and Concord Music Group into a diversified entertainment group called Village Roadshow Entertainment Group (VREG). The 6 month project led by Peter Nankivell was a complex matter that involved our team undertaking the due diligence process, preparing the merger documentation and coordinating and settling the merger with lawyers from the British Virgin Islands, New York, Los Angeles and Hong Kong. VREG is owned by Village Roadshow Limited, Act III Entertainment (a media investment firm co-owned by Norman Lear and Hal Gaba), Lambert Entertainment (owned by Michael Lambert) and private equity firms Tailwind Capital Partners and Clarity Partners.
• Estate of the Late George Adams (Tattersall’s) – Herbert Geer acted for the Estate of the Late George Adams on the restructure of a 100 year old testamentary estate to form an unlisted public company, followed by the listing of that public company. The transactions were run simultaneously. The transaction involved having to seek approval from the Supreme Court of Victoria as well as having an Act of Parliament to enable the transfer of gaming licences from the trustees of the Estate to Tattersall’s Limited. The listing of Tattersall’s Limited was the largest initial public offering, by market capitalisation, in 2005.
• Ticketmaster 7 Group Rationalisation (TM7) – The history of TM7 (including aspects of its business having been in government hands, previous joint venture relationships and the 1999 creation of the Australian group parent (Ticketmaster 7 Pty Ltd)) had led to an unnecessarily complicated group structure involving multiple trading and non-trading entities, including unincorporated joint ventures. Herbert Geer designed and implemented a group rationalisation which led to the automatic vesting of all group assets and liabilities into the one legal entity. We structured the rationalisation as a scheme of arrangement and obtained both ASIC and court approval of the transaction.
• Village Roadshow Corporation Pty Ltd (VRC) – Herbert Geer has acted for the major shareholders in VRC in a series of projects designed to restructure the ownership and control of VRC. This was achieved through a number of steps including:
  (a) an internal transfer of shareholdings in VRC’s holding company for a consideration of in excess of $50 million. This step required careful consideration and management of the downstream takeover rules in Chapter 6 of the Corporations Act;
  (b) two pro-rata rights issues;
  (c) the acquisition of shares in VRC previously held by Greater Union (Amalgamated); and
  (d) the compulsory acquisition of minority shareholders using the general compulsory acquisition powers (including successfully obtaining court approval following the receipt of the statutory level of objection).

       Advisory work

• Skywest Limited – Herbert Geer provides strategic advice to Skywest Limited in a number of matters associated with the aviation industry and infrastructure in Western Australia.
• Retinal Vascular Imaging Centre (RetVIC) – Herbert Geer advised the Centre for Eye Research Australia Limited on the collaborative joint venture that it established to conduct further research into retinal vascular imaging, including the translation of findings for potential clinical use. RetVIC will be partially funded by the Department of Innovation, Industry and Regional Development. Herbert Geer’s involvement has involved drafting the joint venture agreement and collating comments from in excess of 12 joint venture parties.
• Advising Australian Touring and Staging Company – Herbert Geer provides a wide range of project and advisory work to one of Australia’s largest music touring and staging companies. Herbert Geer’s work has involved major tours and obtaining rights to stage events at venues taking into account commercial, regulatory and local government restrictions on the use of land.
• Vision CRC – Herbert Geer acted as principal advisor to the CERA on its involvement in Vision CRC, Australia’s largest Collaborative Research Centre. Vision CRC was created to establish Australia as a world leader in research, education and delivery of vision correction, to improve international eye care and to maximise commercial opportunities for Vision CRC, Australia and the eye care industry.