Freehills 2009 Public Mergers & Acquisitions Report

The Freehills 2009 Public Mergers & Acquisitions Report examines Australian public M&A transactions announced in the 2008/2009 financial year and provides valuable insights into the structure and key terms of transactions.

This is Freehills’ first annual report on public transactions, conducted by way of takeover or scheme of arrangement. The report examines developments in M&A deal technology, provides insights into the structure and key terms of transactions and uncovers some interesting inter-relations between the deal structure and deal mechanics used and the potential impacts on success.

The report investigates the trends arising out of the 72 takeovers and schemes of arrangements involving ASX listed companies announced during financial year 2009.

Findings of the report include:

• Foreign investors were involved in all seven of the Australian-based public takeovers and schemes of arrangement over $1 billion announced in the last financial year
• Despite the scarcity of available credit, almost half of the offers were still for cash or had a cash alternative
• Australian market participants are becoming more comfortable with schemes as a deal structure, but takeovers continue to account for more than two thirds of announced deals
• Bidders became more cautious in their approach: few unconditional bids were launched and certain conditions (such as Material Adverse Change conditions) were vigorously debated with target boards
• In a landscape of less competitive auctions for control, break fees were resisted in the majority of recommended transactions, and
• Regulator involvement was on the rise, with Foreign Investment approval becoming a closely scrutinised and critical element in Australian M&A.

For copies of the Freehills 2009 Public Mergers & Acquisitions Report , please contact partner Simon Reed (Direct +61 8 9211 7797 or simon.reed@freehills.com) or senior associate Mark Tyler (Direct +61 8 9211 7232 or mark.tyler@freehills.com).