Calendar 2013 was a mixed year for merger and acquisition activity in Australia. In general Australian transaction volumes remained subdued, with relatively few significant public markets deals. This was probably contributed to by the domestic political uncertainty of Australia's longest running Federal election campaign and the instability in the leadership of the incumbent Labor Government, as well as global financial conditions.
Calendar 2013 was a mixed year for merger and acquisition activity in Australia. In general, Australian transaction volumes and values remained subdued, with relatively few significant public markets deals.
The major development in continuous disclosure in 2013 was the commencement in operation of a revised ASX Guidance Note (GN8). GN8 has provided much more clarity on the question of when a major transaction should be announced under Listing Rule 3.1.
In 2013, the Takeovers Panel saw a significant increase in the number of rights issues and placements coming before it (44% of matters in 2013; 30% in 2012; 28% in 2011), suggesting that existing investors are becoming more activist in response to capital raisings by issuers.
Many market participants and commentators were surprised by Australian Treasurer, The Hon Joe Hockey's decision in November 2014 to reject the proposed acquisition by ADM of GrainCorp under the Foreign Acquisitions and Takeovers Act 1975 (Commonwealth).
Last year's judgement in Norcast v Bradken highlights that the 'bid rigging' cartel prohibition in the Competition and Consumer Act 2010 can apply to M&A sales processes.
Shareholder activism is both something new and nothing new at all. Shareholders who disagree vocally with incumbent management about corporate strategy and believe that greater value can be extracted than under the status quo are probably as old as the corporate form itself, or perhaps older still.
Following similar research undertaken by us in previous years, at the end of 2013 we surveyed the quantum of break fees agreed in Australian takeovers and schemes in the two-year period since 1 January 2012.
JWS Mergers & Acquisitions Review 2013
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