Corporate (M&A/ECM)

Overview

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.

Experience

Mergers & Acquisitions

Ausdrill

Advising on its A$697 million acquisition of Barminco, creating Australia's second largest mining services company by revenue.

Battery Ventures

Advising on the acquisition of PageUp from its founders, Accel-KKR Groth Capital Partners and Accel-KKR Members Fund.

Bauer Media

Advising on the acquisition of News Corporation publications - Inside Out, Country Style and HomeLife.com.au.

Blackmores

Advising on its acquisition of 100% of the shares in Catalent Australia Holding Pty Ltd, moving Blackmores into the manufacturing space.

Dalian Wanda

Acted on the A$1.13 billion divestment of its Australian real estate/hotel projects to AWH Investment Group, part of the Yuhu Group.

Gazal Corporation

Advised on its scheme of arrangement with PVH Corp, worth A$306 million.

Quanta Services

Acted on its initial acquisition of a 30% interest in Mitchell Water and taking of a call option to acquire the remaining 70% interest.

Private Equity

Archer Capital

Advising on the sale of the Aerocare business to Swissport, owned by Chinese conglomerate HNA.

Accel-KKR

Advised on the Australian aspects of the acquisition by Accel-KKR of approximately 35% of the issued share capital in Human Force.

Coast2Coast

Advising on its partial sale of Marlin Brands to funds managed by Oaktree Capital Management and Alceon.

L Catterton Asia

Acted on all aspects of its acquisition of 60% of the 2XU group, having previously advised on L Catterton’s initial investment in 2XU.

OneVentures

Advised on all legal aspects of its investment in Phocas Limited.

China Resources Capital Management

Advising on the restructure of GensisCare and its sell down of shares in GensisCare to KKR.

Potentia Capital

Advised on its acquisition of Micromine, an exploration and mine design solution.

Total S.A.

Advised on all aspects of its US$1.6 billion divestment of its interest in Project Ichthys to INPEX.

Equity Capital Markets

AirXpanders Inc.

Advising on its rights offering and private placement to raise approximately A$20 million.

Ausdrill Limited

Acting on its A$250 million accelerated non renounceable entitlement offer (fully underwritten by Deutsche Bank and UBS) in connection with its A$697 million acquisition of Barminco from private equity interests. The block trades by Ronald Sayers and Peter Bartlett of their shareholdings in Ausdrill for approximately A$150 million.

Bionomics Limited

Advised on its recapitalisation, via share placement, led by major US-based biotechnology investor and Bionomic's largest shareholder, BVF Partners.

Clarksons Platou Securities

Advising the co-lead manager to the initial public offering of Coronado Global Resources Inc.

Institutional Venture Management and OpenView Advisors

Advising on their Series B investment in Deputy Group by way of an acquisition of ordinary shares from existing shareholders and the issue of Series B preferred shares, creating the largest Series B investment in Australia to date.

Liquefied Natural Gas Limited

Advising on its A$28 million capital raising via share placement.

Matrix Capital Partners

Advised on their entry into a strategic partnership and PIPE transaction with Afterpay Touch Group.

Northern Minerals Limited

Advising on various capital raiings to raise up to approximately A$68 million.

Osprey Medical Inc.

Advised on its private placement of CDIs to raise A$10 million and its non-renounceable entitlement offer to raise an additional A$4.3 million.

Visioneering Technologies Inc.

Advising on its private placement and security purchase plan of CDIs to raise approximately A$12 million.

Various noteholders

Advising investors including D.E. Shaw Group, Senrigan Capital and commodities trader Noble Resources on restructures of A$132 million of convertible notes in Sundance Resources.

People

Recognition

Jeremy Davis, John Keeves, James Rozsa, Paul Vinci, Justin Harris, Marcus Clark, Andrew Williams & Byron Koster are recommended in Corporate and M&A Law.
Asia Pacific Legal 500, 2018
Damian Reichel, Jeremy Davis and James Rozsa are ranked as leading lawyers in the category of Corporate/M&A.
Chambers Asia-Pacific, 2018
James Rozsa is ranked as a leading lawyer in the category of Capital Markets: Equity.
Chambers Asia-Pacific, 2018
"The partner is the key contact and even the small queries are passed on to him instead of juniors. All queries are dealt with as important. This is their competitive differentiator."
Chambers Asia-Pacific, 2018
Tim Bowley, Jonathan Cheyne, Justin Harris, John Keeves, Martin Kudnig, Karina Marcar, Damian Reichel and Paul Vinci are listed as leading lawyers in Corporate Law.
Best Lawyers Australia, 2019
Sophia Bobeff, Tim Bowley, Jonathan Cheyne, Marcus Clark, Jeremy Davis, Justin Harris, John Keeves, Byron Koster, Karina Marcar, Damian Reichel, James Rozsa, Peter Smith, Paul Vinci and Andrew Williams are listed as leading lawyers in Mergers & Acquisitions Law.
Best Lawyers Australia, 2019
Jonathan Cheyne, James Rozsa and Paul Vinci are listed as leading lawyers in Equity Capital Markets Law.
Best Lawyers Australia, 2019
"A very nimble firm, able to work quickly and offering a lot of contact with the partner."
Chambers Asia-Pacific, 2017
"The partners were readily accessible at any time of day and always provided timely service."
Chambers Asia-Pacific, 2017
James Rozsa is ... particularly valued by clients as an adviser with "the rare quality of assessing risk rather than just identifying it and focusing on the stuff that poses genuine problems."
Chambers Asia-Pacific, 2017
"It comes down to the quality of the very good senior people and the expertise and insight they are able to bring, rather than our having to pay for lots of junior lawyers."
Chambers Asia-Pacific, 2016
"We were very happy with the representation: we needed a lot of guidance and hand-holding and they helped us to figure out Australia and what our strategy should be."
Chambers Asia-Pacific, 2016
Damian Reichel is "technically excellent, commercially astute and pragmatic and a strong guardian of our interests."
Chambers Asia-Pacific, 2016
Johnson Winter & Slattery "impresses with its exceptional willingness to engage with, and understand, its clients".
Asia Pacific Legal 500, 2016

Related insights Read more insight

Imricor raises A$29.7 million with IPO and funding

Johnson Winter & Slattery acted as Australian legal counsel to Imricor Medical Systems, Inc. on its initial public offering of CHESS Depositary Interests and listing on the Australian Securities...

More
International Comparative Legal Guide: Private Equity 2019

A practical cross-border insight into private equity.

More
Review 2019

With significant regulatory change coming into effect the spotlight is staying firmly on culture, ethics and regulatory compliance. An organisation’s social licence to operate remains a priority...

More