M&A Transactions

Negotiated M&A transactions

• Herbert Geer have acted for many years for the Zig Inge Group, which was one of Australia’s largest and most successful retirement village owners and operators.  Transactions for the Zig Inge Group include:
  • Advising on the sale of a 49% interest in the Zig Inge Group 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
  • Acted for the Inge Family as well as MCAG in 2007 on the sale of the Zig Inge Group to Retirement Villages Group (a joint venture between Macquarie Capital Funds and FKP Limited). 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. The sale was described by one commentator as the "largest and arguably the most aggressive transaction to date" in the retirement villages industry
• Providing advice to WHK Limited on a number of acquisitions and disposals of member firms
• Advised Plan B Group Holdings Limited (Plan B) in respect of its purchase of 33% of the issued share capital in My Adviser Pty Ltd, with the remaining shares able to be purchase over two additional tranches upon meeting certain earnings hurdles
• Acted for CSR Limited on a number of acquisitions, including the acquisition of a glass business, a plasterboard distribution business and a hardware supplies business
• Acted for The Coffee Club on the acquisition of the ‘Ribs and Rumps’ steakhouse franchise business and six of the franchise’s Australian outlets
• Acted for the diversified industrial company, Ludowici Limited, on the acquisition of an international business manufacturing mineral processing plant equipment, consisting of companies in Chile and Peru and businesses in Australia, the United States and India and real estate in Australia and the United States from Weatherford International Ltd
• Acted for JMS Civil and Mining Pty Ltd on the sale of mining and earthmoving company to Watpac Ltd
• Acted for Coalpac Pty Ltd on the acquisition of companies holding coal mining operations and tenements in Hunter Valley
• 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

Takeovers

• Advised Evans & Peck on its successful merger with WorleyParsons. The transaction valued Evans & Peck at $87.1 million and was undertaken by way of an off market takeover bid
• Acted for the Canadian listed Australian public company, Australian Solomons Gold Limited in respect of a takeover that required compliance with both Australian and Canadian regulators
• Acted for Kentor Gold Ltd in respect of its agreed off market takeover for all of the shares and options of the unlisted public company Jinka Minerals Limited (Jinka). Jinka is an Australian gold and base metals exploration company with projects located south of Meekatharra in Western Australia and north east of Alice Springs in the Northern Territory
• Acted for KLM Group Limited, a electrical and communications provider, in relation to the off market takeover by Programmed Maintenance Group Ltd
• Advised in relation to takeover panel applications in relation to Lion Selection Group, Skywest Airlines and others

Schemes of Arrangement and Trust Schemes

• Advised the responsible entity of the Viridis Clean Energy Group (VCEG), an ASX listed infrastructure fund, in respect of a restructure involving an "unstapling" of the units in the managed investment schemes that made up VCEG and the amendment of the constitutions of those schemes to enable one scheme to acquire the other scheme.  The implementation of the restructure was conditional upon (among other things) security holder approval
• Ticketmaster 7 Group (TM7) Rationalisation – The history of TM7 (including aspects of its business having been in government hands and previous joint venture relationships) 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  
• Acted for Canbet Limited, an internet based wagering and gaming company listed on ASX with substantial operations in the UK, in its merger with International All Sports Limited