Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

One of the premier law firms in Australia, Allens Arthur Robinson’s corporate M&A offering in Sydney, Melbourne and Brisbane “is particularly strong”, says one competitor.

Led by John Greig and Chelsey Drake, the M&A team this year advised the State of Queensland on the divestment of the X50 Abbot Point Coal Terminal, which is Queensland’s northern-most coal terminal. This divestment is the final part of the state’s ‘Renewing Queensland’ plan.

This deal was valued at US$2 billion for a 99 year lease of the Terminal to Mundra Port, with the proceeds to be directed towards Queensland’s natural disaster recovery. Mundra Port is the Australian subsidiary of Mundra Port & Special Economic Zone, which develops and now manages the largest privately developed port in India.

“Instead of focusing on black-letter law, the firm has the ability to provide advice that incorporates a deep understanding of the client’s objectives, commercial drivers and risk profile,” says one client of Freehills.

Peers have recognised its M&A team for its “great depth in talent”, with standout lawyer Baden Murphy “always able to find solutions for the difficult problems”, says a client.

A notable deal highlight was advising Prime Infrastructure (formerly Babcock & Brown Infrastructure) on its US$2.7 billion merger with Brookfield Infrastructure. This transaction involved a company scheme of arrangement and trust schemes. It was the first to also involve a concurrent off-market takeover bid conditional on the schemes not becoming effective with an added innovative cash-out element for retail holders instead of opting to hold shares in a NYSE and TSX listed company.

“I find that Gilbert + Tobin is very crisp, organised and professional,” says one client. The firm once again enjoyed another busy year on some of the largest transactions in the Australian M&A market.

For example, on Blackstone’s US$9.4 billion acquisition of Centro Group’s US business, the firm advised on the Australian aspects of Blackstone entering into a binding stock purchase agreement with the Centro Group and its managed funds. This transaction represents one of the largest real estate and private equity transactions in recent times.

The firm also advised Carlyle on the corporate aspects relating to its acquisition of Healthscope. This included consortium and shareholder arrangements, equity structuring, pre bid stakes and scheme implementation.

One of the standout qualities of the Mallesons Stephen Jaques M&A team is its “excellent legal advice and really good team approach”, says one client. Another longstanding client says: “Mallesons organises itself very well internally”, and “the people there provide information based on your firm’s best interests”.

Partner David Friedlander is “just really good and everyone at the practice is on top of their game with the ability to excel at different things”, comments a rival law firm partner.

December 2010 saw the M&A team act as principal legal advisers to Canada Pension Plan Investment Board on its US$3.7 billion acquisition of Intoll Group, a triple stapled entity listed on the ASX and holding toll road investments in Australia and Canada.

Other notable highlights include acting for AXA Asia Pacific on the proposed acquisition by AMP Limited. The team served as lead legal adviser and coordinated counsel in other jurisdictions including China, Indonesia, Philippines, Malaysia, India, Singapore and New Zealand on this US$15.1 billion deal.

“I will recommend Baker & McKenzie as it delivers sensible and manageable solutions. It also provides sound advice when I need it,” says one client. “The outstanding Stephen Glanz has great analytical ability and problem solving skills.”

Last year saw the M&A team advise ASX listed Corporate Express Australia on the recommended takeover by Staples Inc. Staples offered to acquire all of the remaining issued shares in Corporate Express for an offer consideration of approximately US$1.08 billion.

In addition, Hong Kong owned TRUenergy invested US$2.19 billion for Energy Australia’s retail business, the electricity trading rights for Mount Piper and Wallerawang coal-fired power stations, and three power station development sites.

The Blake Dawson M&A team “acts very professionally and gives very clear instructions,” says one client. “Its advice is very professional and that helps a lot with transactions.”

A notable highlight for the team last year was advising Posco as a shareholder of Australian-listed mining company Macarthur Coal in the US$4.4 billion takeover battle between US coal company Peabody Energy and New Hope.

The team also took part in what would have been the second largest M&A deal announced worldwide for 2010, acting as legal adviser on the Australian law aspects of BHP Billiton’s attempted US$43.2 billion takeover of Potash Corporation of Saskatchewan.

“I find the Clayton Utz M&A team to be committed and professional,” says one satisfied client. “Senior partner Rod Halstead impresses me with his dedication, mastery of all the key issues in a transaction, and his attention to detail. He has extensive experience and a good grasp of Australian market practice.”

Another client reserves praise for Halstead’s colleague, partner Karen Evans-Cullen. “She is similarly dedicated and is technically very good. She is a very capable and efficient operator, and she fits our work style which has a tendency to demand instant answers.”

The team advised AMP Limited on its US$15.1 billion merger with AXA Asia Pacific.

Minter Ellison boasts a pedigree of high expertise and has “experience that blends with the deep resources at its perusal”, says one competitor. “The team has got the depth to support transactions of high value,” adds a client.

Housing two very experienced M&A practitioners in Bart Oude-Vrielink and John Steven, the team acted for Healthscope on the acquisition proposal it received from a private equity consortium comprising TPG Capital and The Carlyle Group. The recommended US$2.9 billion cash offer was the culmination of an intense bidding war between a number of private equity groups. Completed by scheme of arrangement, the deal was subject to shareholder and FIRB approval and was Australia’s largest private equity buy-out.

Another transactional highlight for the firm was advising Citadel Resource Group on the US$1.35 billion cash and scrip takeover offer from Equinox Minerals.

Atanaskovic Hartnell is “well regarded, well considered and well put together”, says one client. Leading partner John Atanaskovic is described by one competitor as having “a well known reputation in the legal industry as being a tough and aggressive negotiator but also someone who’s very skilled in the M&A and corporate areas”.

The past year saw the team acting for Ontario Teachers’ Pension Plan on its exit from an investment in Macquarie Infrastructure Group through a US$367 million underwritten block trade sale.

Clifford Chance has fully integrated with Chang Pistilli & Simmons, which gives the UK firm an immediate 14 partner capacity across its Sydney and Perth offices.

One client acknowledges the “direct involvement of experienced partners who bring commercial and practical solutions to complex situations”. Another client says: “We recommend Clifford Chance and characterise its service as being attentive, quick and responsive.”

A highlight for the team is its work for Ricegrowers, which is the subject of an unsolicited US$700 million bid by Spanish food company Ebro Foods.

“Clients expect outstanding service 100% of the time, and that’s an expectation the firm consistently delivers on,” says one client. The team’s undeniable quality of work has earned the praise of clients and peers, with one competitor commenting: “I respect the firm for its professional skill.”

The firm advised global biopharmaceutical company Cephalon Inc on its strategic alliance with Mesoblast. Cephalon was granted exclusive worldwide rights to commercialise specific products based on Mesoblast’s proprietary adult stem cell technology platform. This was in exchange for an upfront payment of US$130 million and agreement to regulatory milestone payments of up to US$1.7 billion.

DLA Piper acted for Ebro Foods on its controversial and extremely high profile proposed acquisition of listed company Ricegrowers, which trades as SunRice. Another highlight was advising Public Infrastructure Partners LP on all aspects of its 49.9% investment in the Melbourne Convention Centre through a public private partnership.

Henry Davis York offers a “very efficient service that produces the right advice”, says one client. “The team’s partners get very involved”, adds another client,” helping to prepare solutions to key issues in each transaction and building a good, trusted commercial relationship”.

One notable deal involved advising ING Real Estate Investment Management on the phased withdrawal from its Australian real estate investment management activities. This included its management of five ASX listed Reits, which has in excess of US$7.76 billion in assets under management.

“Herbert Greer is very professional, and the people I deal with are very competent and always available,” says one client. “The firm develops a detailed understanding of its clients’ businesses and the industries within which they operate,” adds another client.

The firm advised Kentor Gold on its US$70 million capital raising, which comprised a placement of shares to investors and a pro rata rights issue to shareholders. The placement was significantly oversubscribed and keenly sought by investors in Australia, Asia and Europe.

The Norton Rose M&A team “takes a practical and proactive approach”, says one client. “The service provided is very commercial.”

The team advised AXA SA on a complex transaction involving subsidiary AXA Asia Pacific Holdings and AMP Limited). The two-step deal involved a scheme of arrangement in Australia to allow the merger of AMP and AXA APH, followed by a sale to AXA by AMP of AXA APH’s Asian assets.

Skadden Arps Slate Meagher & Flom

Skadden is considered one of the leading advisers on US law in Australia. The transactions handled by the firm all have an international focus to them. One notable deal last year involved advising Centro Properties Group (Australia) on its sale via an auction of its US shopping centres to The Blackstone Group.

Sullivan & Cromwell

Sullivan & Cromwell had another busy year in Australia, advising on a variety of M&A transactions for US companies. Melbourne-based partner Robert Chu “is extremely active in advising on cross border transactions”, says one client. The firm acted as US counsel to Healthscope on the US$2.9 billion recommended offer by The Carlyle Group and TPG Capital.