MERGERS AND ACQUISITIONS – LAW AND LEGISLATION – AUSTRALIA

Nexus investors lash ASIC inaction

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Original article by Leo Shanahan
The Australian – Page: 23 : 20-Nov-14

Piper Alderman lawyer Amanda Banton, who represents investors in Nexus Energy opposed to its acquisition by Seven Group Holdings, has criticised the Australian Securities & Investments Commission. The watchdog has taken no action after Seven made a low offer of $A0.02 and then moved to buy the collapsed Nexus following the rejection by stockholders of the original bid. A major issue is the dual role of Don Voelte as Seven CEO and Nexus chair

CORPORATES
SEVEN GROUP HOLDINGS LIMITED – ASX SVW, NEXUS ENERGY LIMITED – ASX NXS, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, PIPER ALDERMAN, AZURE CAPITAL PTY LTD, LIBERAL PARTY OF AUSTRALIA, SUPREME COURT OF NEW SOUTH WALES

‘Flaw’ in corporate law could hit M&A

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Original article by Rick Wallace
The Australian – Page: 21 : 18-Nov-14

Japanese brewing group Asahi has revealed the size of its settlement deal with private equity firms Pacific Equity Partners and Unitas. It will receive $NZ220m ($A200), after claiming it had been misled over the acquisition for $A1.2bn in 2011 of the Independent Liquor business. Legal experts argue the case shows that large corporations are abusing section 18 of the Trade Practices Act, which is designed to protect small retail investors who lack the resources to carry out due diligence. The size of the compromise deal may have a dampening effect on mergers and acquisitions activity in Australia

CORPORATES
ASAHI BREWERIES LIMITED, THE INDEPENDENT LIQUOR GROUP CO-OPERATIVE LIMITED, PACIFIC EQUITY PARTNERS PTY LTD, UNITAS CAPITAL PARTNERS PTY LTD, MINTER ELLISON, SCHWEPPES AUSTRALIA PTY LTD, P & N BEVERAGES AUSTRALIA PTY LTD

Lew’s big win: DJs deal to go ahead

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Original article by Sue Mitchell
The Australian Financial Review – Page: 13 &20 : 18-Jul-14

Federal Court of Australia judge Kathleen Farrell on 17 July 2014 approved the takeover by South Africa’s Woolworths of department stores chain David Jones (DJs). Solomon Lew, a DJs stockholder with 9.9%, has struck a side deal with Woolworths, to accept the DJs bid if the suitor also buys his 11.8% in retailer Country Road to move to full ownership. Lew will gain $A212m. John Halley SC, on behalf of the Australian Securities & Investments Commission, told Farrell it was opposed to the collateral benefit aspect of the agreement, but would not block the takeover

CORPORATES
DAVID JONES LIMITED – ASX DJS, COUNTRY ROAD LIMITED – ASX CTY, WOOLWORTHS HOLDINGS LIMITED, FEDERAL COURT OF AUSTRALIA, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, AUSTRALIA. TAKEOVERS PANEL

South Africans wrap up DJs

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Original article by Blair Speedy
The Australian – Page: 21-22 : 15-Jul-14

Gordon Cairns, chair of Australian-listed department stores chain David Jones (DJs), has announced that the takeover bid worth $A4 a share by South Africa’s Woolworths has been accepted. Support among investors was strong, with 50% of stockholders required to vote "yes" and the actual result being 89.6%. In terms of voted scrip, the 75% needed compares with an outcome of 96.8%. Entrepreneur Solomon Lew will sell his 9.9% holding into the scheme of arrangement and has abstained from the vote, meaning the deal can be ratified by the Federal Court on 17 July 2014. Lew will now also gain $A209m from the suitor for his interest of 11.8% in Country Road

CORPORATES
DAVID JONES LIMITED – ASX DJS, COUNTRY ROAD LIMITED – ASX CTY, WOOLWORTHS HOLDINGS LIMITED, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, FEDERAL COURT OF AUSTRALIA, WITCHERY FASHIONS PTY LTD, MIMCO DESIGNS PTY LTD, ASX LIMITED – ASX ASX

ASIC steps into $2b DJs takeover

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Original article by Sue Mitchell
The Australian Financial Review – Page: 1-Dec : 3-Jul-14

The Australian Securities & Investments Commission has acted in the $A2.2 billion takeover of David Jones by South African retailer Woolworths. The regulator is concerned that Solomon Lew will receive a collateral benefit from Woolworths’ offer for the remaining shares in Country Road. It believes that full ownership of the two businesses will increase synergies and may affect the value of the offer. It wants David Jones and Woolworths to provide more information before the shareholders’ meeting on 14 July 2014. However, a court ruled that David Jones does not need to provide an independent valuation of the collateral benefits

CORPORATES
DAVID JONES LIMITED – ASX DJS, COUNTRY ROAD LIMITED – ASX CTY, WOOLWORTHS HOLDINGS LIMITED, GRANT SAMUEL AND ASSOCIATES PTY LTD, FEDERAL COURT OF AUSTRALIA, LONERGAN EDWARDS AND ASSOCIATES LIMITED, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

Vote on hold as Lew lifts DJs stake

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Original article by Blair Speedy
The Australian – Page: 21 : 20-Jun-14

Australian-listed department stores chain David Jones (DJs) has informed the market that it has asked the Federal Court to delay the stockholder vote on the friendly takeover bid by Woolworths. The deal worth $A2.15bn with the South African suitor has been placed into jeopardy by revelations that retailing sector identity Solomon Lew now holds 9.89% of the target. There are fears his goal is to build a blocking stake, to force Woolworths into buying him out of Country Road. He owns 11.8% of that business and Woolworths close to 88%. The DJs investor ballot will now be held on 14 July 2014 rather than 30 June

CORPORATES
DAVID JONES LIMITED – ASX DJS, COUNTRY ROAD LIMITED – ASX CTY, WOOLWORTHS HOLDINGS LIMITED, FEDERAL COURT OF AUSTRALIA, ASX LIMITED – ASX ASX, OWNERSHIP MATTERS PTY LTD, KING AND WOOD MALLESONS

Lew ups stake in DJs to 9.9pc

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Original article by Sue Mitchell
The Australian Financial Review – Page: 19/24 : 6/19/2014

The takeover worth $A2.2bn of Australian department stores chain David Jones (DJs) by South Africa’s Woolworths will need to be approved by DJs shareholders in a vote on 30 June 2014. However, a complication may have arisen under collateral benefits law, as retailing sector stalwart Solomon Lew has disclosed he now holds 9.9% of the target. While his motives are not clear, there is speculation he wants to push Woolworths into buying his 11.8% blocking stake in Country Road. Such a side deal would attract scrutiny by the Australian Securities & Investments Commission and the Takeovers Panel

CORPORATES
DAVID JONES LIMITED – ASX DJS, COUNTRY ROAD LIMITED – ASX CTY, WOOLWORTHS HOLDINGS LIMITED, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, AUSTRALIA. TAKEOVERS PANEL, AUSTRALIAN RETAIL INVESTMENTS PTY LTD, CORRS CHAMBERS WESTGARTH, GOLDMAN SACHS AUSTRALIA PTY LTD, BLACKROCK INCORPORATED, DEUTSCHE BANK AG, ALLAN GRAY AUSTRALIA PTY LTD, AUSBIL DEXIA LIMITED, PERPETUAL INVESTMENTS, PERPETUAL LIMITED – ASX PPT, PENGANA CAPITAL LIMITED, BT INVESTMENT MANAGEMENT LIMITED – ASX BTT