Corporate

M&A and Equity Capital Markets

A really excellent firm which is making a mark.

Chambers Asia-Pacific

Understanding the economic and commercial rationale behind every transaction and providing the best legal solutions to help achieve your business objectives is at the heart of our corporate team’s approach.

Our corporate lawyers have represented participants in some of Australia’s largest transactions and provided advice on the implementation of company transforming deals, specialising in Mergers & Acquisitions (M&A) and Equity Capital Markets (ECM).

We are supported by specialist finance, tax, competition, property and IP lawyers who can assist in the resolution of a range of issues related to complex corporate and M&A matters, including ACCC merger clearances, transaction structuring, tax rulings, negotiation of acquisition finance facilities and due diligence.

Mergers & Acquisitions

Leading corporations work with us on a full range of M&A transactions, from innovative public takeover bids and major private-treaty acquisitions and disposals, to privatisations and complex court approved mergers by scheme of arrangement and large scale due diligence exercises. Our experience extends to stapling arrangements and asset transfer schemes, as well as the tax, competition and financing aspects of merger and acquisition deals.

Our industry experience is broad, covering a range of sectors and industries including energy and resources, agribusiness, financial services, media, transport, wine and other beverages, building products and consumer products.

We regularly engage with regulators (ASIC, ASX and the Takeovers Panel) and are actively involved in industry bodies and contribute to leading edge developments in mergers and acquisitions.

Equity Capital Markets

We represent arrangers, issuers and underwriters in IPOs, rights issues, hybrid security issues and the development of a wide range of structured financial products. We can assist with the preparation of prospectuses and product disclosure statements, as well as all underlying documentation. We also undertake due diligence and the preparation of information memoranda for private offerings including private equity, seed capital and unregistered managed investment schemes.

Our expertise includes liaison with ASIC and ASX in regulatory matters, including innovative relief applications.

  • Envestra: acting on all legal aspects of the competing merger proposal by APA Group (33% shareholder) and takeover bid by Cheung Kong Group (17% shareholder).
  • Unilever: acting on its acquisition of the T2 tea business, a premium brand with 40 retail outlets in Australia, New Zealand and Singapore, with a view to expansion into new markets throughout the world. 
  • Microsoft: acting on the acquisition of management software assets from Event Zero.
  • Blackmores: JWS represented Blackmores in its landmark JV partnership with Bega Cheese in October this year to develop and sell a range of nutritional foods (including infant powders) in China and Australia. The partnership brings together two iconic Australian brands.
  • Independent News & Media: advised on the disposal of its major shareholding in media conglomerate APN News & Media. This was described as a “watershed moment” for APN as its long-time Irish parent cut the apron strings. A large portion of the stake was purchased by News Corporation. 
  • Apollo Education Group: acting for one of the world’s largest private education providers on its acquisition of 70% of the outstanding shares of Open Colleges Australia, one of Australia’s oldest and largest providers of distance learning.  Read more

Corporate

  • "A really excellent firm which is making a mark." – Chambers Asia-Pacific, 2014
  • "They don't overload matters with junior lawyers and we have absolutely direct access to the partners we need access to." – Chambers Asia-Pacific, 2014
  • Jeremy Davis is praised as "an easy guy to deal with who knows when to be firm," and as "the guy we call when we need quick and pointed practical advice."Chambers Asia-Pacific, 2015
  • John Keeves heads the team and is valued for his extensive "exposure to complex M&A matters" and his sensible approach to matters, which "buries the ego and unnecessary mumbo-jumbo."Chambers Asia-Pacific, 2015
  • Byron Koster is praised for his excellent handling of complex contractual documentation, with one client observing that "from the contractual point of view, Byron was the critical person."Chambers Asia-Pacific, 2015
  • James Rozsa is highlighted for his "legal expertise and great professional advice," and also for his "great communication skills and management of investor expectations and concerns." Chambers Asia-Pacific, 2015
  • The "excellent" James Rozsa, Byron Koster and Jeremy Davis are all "technically strong" with "good commercial skills". – Asia Pacific Legal 500, 2014
  • John Keeves, Damian Reichel, Tim Bowley, Byron Koster, Jeremy Davis and James Rozsa are listed as a leading lawyers in the category of Corporate/M&A. – Chambers Asia-Pacific, 2015
  • Damian Reichel is listed as a leading lawyer in the category of Corporate/M&A – Asia Pacific Legal 500, 2015

Capital Markets

  • An accomplished team of ECM specialists that caters to clients from the energy and resources, infrastructure and life sciences sectors. Experienced in handling complex cross-border matters. – Chambers Asia Pacific, 2015
  • "The advice they gave was well put, and they were transparent and very responsive in terms of queries. I felt very comfortable with their approach." – Chambers Asia Pacific, 2015
  • "From a structuring and time management point of view, I knew what was happening at all points; they were on top of everything and knew what they were doing." – Chambers Asia Pacific, 2015

Private Treaty M&A Dictionary

 

Mergers and Acquisitions (M&A) has, like many areas of speciality, a lexicon all of its own. The JWS Private Treaty M&A dictionary provides clear and simple definitions of many commonly used terms in unregulated sale and purchase transactions in Australia and is a useful resource for anyone involved in an M&A transaction, from experienced deal makers to those embarking on their first deal.

For more information please contact Jonathan Cheyne or Jan Hards.

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