Johnson Winter & Slattery (JWS) is advising Gazal Corporation on its proposed scheme of arrangement with PVH Corp. (PVH), which was announced today. Under the arrangement, a wholly owned subsidiary of PVH proposes to acquire the shares in Gazal not held by it for $6.00 per share (valuing Gazal at around $300m including net debt). The offer price represents a premium of over 48% to the volume weighted average price of Gazal shares over the last three months.
Based in Sydney and listed on the ASX, Gazal is a leading apparel supplier and retailer in Australasia. Gazal jointly owns and manages PVH Brands Australia Pty Limited, a joint venture company with PVH (NYSE: PVH) one of the largest branded lifestyle apparel companies in the world. The JV licenses and operates PVH’s iconic lifestyle apparel brands led by CALVIN KLEIN and TOMMY HILFIGER as well as other licensed and JV owned brand names such as Van Heusen, Pierre Cardin, Bracks and Nancy Ganz.
Lead M&A partner Damian Reichel said: “We are delighted to have assisted Gazal in realising this opportunity for Gazal shareholders. We have been advising Gazal for over 15 years now, including on the establishment of its PVH Brands Australia joint venture. We are proud to be aligned with Gazal’s success in expanding PVH Brands Australia and creating value for Gazal shareholders.”
If the scheme of arrangement is approved, Gazal will divest its Banksmeadow office and warehouse complex pursuant to a sale and lease-back arrangement with a large Australian industrial real estate fund.
The JWS team is led by Damian Reichel and includes Scott Cummins (Senior Associate – M&A), Carrie Follas (Partner - Property) and Prashanth Kainthaje (Partner – Tax).
PVH is being advised by Clifford Chance.
JWS is engaged by major Australian and international corporations and investment funds as legal counsel on their most challenging transactions and disputes throughout Australia and surrounding regions.
Our role
Our representation of major corporations in many landmark and transformational deals and complex disputes positions us as a leading independent Australian firm.
Our approach
With an appreciation of our client's commercial needs, we blend legal expertise with commercial and market awareness to deliver high quality legal services. This means working closely with clients and their in-house counsel to understand their commercial objectives, and ensuring our approach is tailored to deliver timely commercial outcomes.
Our difference
Our higher ratio of senior lawyers means clients engage directly with the tactical minds and industry expertise required to succeed in complex and high stakes deals and disputes. A partnership ethos of service, technical excellence and collaboration ensures the most relevant specialist expertise and experience is brought to bear on every assignment.
Kate Potter, Business Development Director T. +61 2 8274 9555 E. kate.potter@jws.com.au