Corporate Advisory

The Australasian member firms of ALFA International are experienced in dealing with complex and sensitive transactions involving business and asset acquisitions and dispositions, joint venture and private equity arrangements, Initial Public Offerings (IPOs) and fundraising.

Whether you are raising start-up capital, seeking working capital to expand, undertaking acquisitions or re-setting your balance sheet, the Australasian member firms’ lawyers have the knowledge and expertise to guide you through the process and ensure compliance.

The Australasian member firms stay abreast of developments in key overseas jurisdictions and work closely with our overseas ALFA International associates on international transactions.

Areas of expertise include:

  • sales and acquisitions of businesses, assets, shares and units,
  • due diligence and verifications,
  • joint venture, partnership, shareholder, unit holder and alliance agreements and disputes,
  • providing competition law and consumer protection advice,
  • capital and debt raisings,
  • private equity and venture capital,
  • Corporations Act, Australian Securities Exchange (ASX), Australian Securities & Investments Commission (ASIC), NZX Main Board (NZSX), NZX Debt Market (NZDX) and NZX Alternative Market (NZAX) compliance matters,
  • corporate governance and risk management,
  • corporate reconstructions,
  • corporate structuring, including joint ventures and transactions affecting share capital,
  • mergers and acquisitions, takeovers, IPOs and schemes of arrangement, and
  • directors’ duties and corporate governance issues.

Clients

The Australasian member firms advise major domestic and international corporations, private and publicly listed companies, banks and financiers, private equity and venture capital firms, and commercial institutions from a broad range of industries including agriculture, banking and finance, construction, defence, engineering, health care, insurance, mining and resources, pharmaceutical, property, retail and transport and logistics. They also act for all levels of government.

Some of our matters include:

  • Acting for a mining company in a “reverse” takeover of a US company, involving cross border issues ($30 million).
  • Acting for management in a buyout of Australia’s largest mortgage originator ($150 million).
  • Acting for a privately owned and operated aviation services company in the acquisition of a helicopter fleet with long term customer contracts.
  • Acting on the merger of two companies for the greater Melbourne community news publications ($150 million).
  • Acting for the owners of a company in the sale of its shares, including advising on and undertaking the documentation and negotiation of the sale transaction which required restructure arrangements which were designed to protect and enhance the interests of the senior managers who retained a minority stake in the company.
  • Acting for a US company listed on the OCBB in the spin off, initial public offer and ASX listing of its Australian mining subsidiary with major mining tenements in Queensland.
  • Acting for an ASX listed company on a major capital raising in the USA and other jurisdictions.
  • Acting for an ASX listed company on the sale of its non-core assets in Western Australia.
  • Acting for an ASX listed company on the sale of its main assets and undertaking in Australia and New Zealand in the digital media industry.
  • Advising and negotiating the procurement of transport and logistics solutions for a prominent national retailer with a turnover of $800 million.
  • Acting for an Australian technology company relative to capital raising in the US.
  • Acting on a substantial (approx. $200 million) acquisition of an Australia wide infrastructure and construction group on behalf of a New Zealand based civil construction company.
  • Acting for an ASX listed company on an acquisition in the USA, UK and Singapore in the marine services industry.
  • Advising an Australian and US based mining group on an on-market takeover, acquisitions of mining tenements, joint ventures, capital raisings, corporate structuring and pre-feasibility agreements.
  • Advising a multi-national software company on the structuring of its business for international operations.
  • Advising on the establishment of a major funds management holding structure.
  • Advising an international telecommunications company on the application of stamp duty concerning the installation of telecoms equipment at various sites throughout Australia.
  • Advising a large national group on the restructuring of its corporate entities in order to maximise available deductions for the group.
  • Acting for US and UK companies on the acquisition of a range of Australian wine industry assets.
  • Acting for a client on the acquisition of a company in administration, effecting a continuation of the business, securing the employment of 170 employees and getting production back online by the date required by the clients.
  • Acting for a telecommunications company and its shareholders on the sale of its shares to a listed company for NZ$42.05 million.  Work involved due diligence, preparation and negotiation of all deal documents, and attending to completion.  The consideration was particularly complex, with multiple earnouts, adjustments for indebtedness, and part of the initial and subsequent consideration being satisfied by shares (without triggering Takeovers Code thresholds).
  • Acting for an expanding Australian private company in acquiring a subsidiary from an ASX listed company with business and assets operating in the mining industry principally in Western Australia.  The transaction included two major elements – first, working closely with management in documenting the share sale agreement for the acquisition and second, documenting the loan arrangements with the client’s financier.  As this was the first multi-million loan facility provided by the bank since the commencement of the Personal Property Securities Act, a number of new and complex issues were dealt with in a very tight time frame.
  • Acting on the merger of two textile wholesalers where the consolidated business had a turnover of approximately $100 million per annum.
  • Negotiating the sale and transfer of a trunked mobile radio network from a private telecommunications company to an Australian state government. This transaction included the transfer of all assets, software and hardware, the assignment of numerous site leases and licences, and the negotiation and drafting of an ongoing services agreement by which the telecommunications company agreed to provide continuing maintenance and support services for the network.
  • Acting for a large religious order in the successful application for deductible gift recipient status as a public benevolent institution in the context of offering microfinance products to disadvantaged sectors of the community.
  • Advising on the preparation of a substantial bequest to a university in a manner that produced an endowment fund without the use of trusts and corporate entities. This unique approach to such a transaction resulted in an efficient and cost-effective means of operating the endowment.
  • Advising a large privately owned retailer on the structuring of its business for stamp duty purposes which involved re-financing of a debt facility in excess of $500 million.
  • Acting for a large ASX listed company in its acquisition of a Washington DC based company involved in supplying international services in the defence field.  Work included the memorandum of understanding followed by the detailed terms of the acquisition and the share purchase agreement and completion of the transaction.  We dealt with the US Departments of Defence and State in obtaining Committee for Foreign Investment in the US approval and all other regulatory approvals, including corporate structuring and procedures and foreign (Australian) director approvals. We also addressed ASX requirements relevant to the transaction.
  • Advising on the structuring of an employee share option scheme for a US based technology company.

 

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