Our team provides advice in each of these areas, taking a holistic approach to assessing the likely competitive effects, competition law risk and regulatory response to strategic behaviour. We work closely with the Freehills Mergers & Acquisitions team to obtain optimal commercial results for our clients.

Our strong and well-established relationship with the ACCC, as well as knowledge of other market regulatory conditions, enables us to assist our clients in meeting the turnaround requirements to ensure your business needs are met for a timely and commercially viable outcome. We have substantial experience in obtaining clearance and negotiating commercial solutions to ACCC concerns in a range of complex mergers. Where appropriate, we also assist clients seeking authorisation for mergers and structuring proposals on public benefit grounds.

We have significant experience and expertise in the following areas:

• mergers
• acquisitions
• joint ventures
• strategic restructuring
• changes in pricing and systems of distribution
• strategic alliances.

Recent experience includes:

• Metcash: Freehills is acting for Metcash in relation to its proposed acquisition of Franklins. The ACCC announced in November 2010 that it would oppose the acquisition and has commenced proceedings in the Federal Court seeking an injunction restraining Metcash from completing the acquisition. Freehills is acting for Metcash in defending the proceedings.
• National Australia Bank: Freehills acted for NAB in obtaining informal merger clearance for a number of significant acquisitions, including the acquisition of wealth management company Aviva, the Australian stockbroking arm of Goldman Sachs JBWere, and mortgage manager Challenger Mortgage Management. Freehills also advised NAB in relation to its proposed acquisition of the AXA APH wealth management business, which was described by the Chairman of the ACCC as one of the most difficult mergers the ACCC has handled. This involved detailed analysis of complex markets and the negotiation with the ACCC and third parties of comprehensive undertakings and other potential strategies intended to address ACCC concerns.
• Gunns acquisitions of forestry assets of FEA, Elders and Great Southern: Freehills advised Gunns in relation to several acquisitions of forestry assets, including its recent acquisition of the Bell Bay sawmill in Tasmania. In 2009, Freehills assisted Gunns to obtain informal merger clearance for the acquisition of ITC Timber. This involved detailed analysis and substantial negotiation with the ACCC and the restructuring of the proposed acquisition to address ACCC concerns.
• Caltex Australia Limited: Freehills acted for Caltex in seeking ACCC clearance for its proposed acquisition of Mobil retail sites. The matter involved analysis of very complex wholesale and retail fuel markets in a contentious clearance process.
• National Foods / Dairy Farmers: Freehills advised National Foods on its proposed acquisition of Dairy Farmers, including the formulation of a strategy aimed at overcoming potential competition concerns and the negotiation with the ACCC of a detailed enforceable undertaking ultimately leading to a successful informal clearance application.
• Luxottica Group / Oakley: Freehills advised eyeware specialist Luxottica in successfully obtaining informal merger clearance for its global acquisition of Oakley.
• Thomson Corporation / Reuters Group PLC: Freehills acted for the Thomson Corporation in successfully obtaining informal ACCC clearance for its merger with Reuters Group.
• Acquisition of Alinta: Freehills advised Singapore Power International and certain Babcock & Brown listed funds in their joint acquisition of all the shares in leading national energy infrastructure asset owner and manager, Alinta. The transaction required ACCC clearance (including the negotiation of complex divestiture, ring-fencing and other behavioural undertakings) as well as Victorian Essential Services Commission approval.
• BUPA Australia / MBF: Freehills advised BUPA on its successful application for informal clearance from the ACCC for the merger of the second and third largest Australian private health insurers.
• Orica / Dyno Nobel worldwide merger: Freehills advised Orica on its acquisition of the assets of Dyno Nobel, a combination of the world’s two largest explosives manufacturers, in more than 30 countries across the world. In a rare example of a global deal being managed from Australia, we coordinated antitrust advice and merger filings in Europe, the United States, Africa, South America, and Australia.
• Promina / Suncorp: Freehills acted for Promina, in relation to the ACCC’s examination of its acquisition by Suncorp.
• Goodman Fielder / Cargill Australia: Freehills acted for Goodman Fielder in relation to Cargill’s proposed acquisition of its fats and oils business.
• GUD / Breville: Freehills acted for GUD in its takeover bid for Breville. This included preparing substantive industry and economic analysis associated with multiple markets for small electrical appliances.