05 Mar 2015

Clayton Utz acts for GWA Group on strategic sale of Brivis climate systems and Dux hot water businesses

Brisbane, 5 March 2015: Clayton Utz recently acted for ASX-listed GWA Group Limited (GWA Group) on two strategic divestments of non-core assets, representing a total transaction value of A$95.2 million. The divestments were of GWA Group's Brivis climate systems and Dux hot water businesses to Japanese-owned Rinnai Australia Pty Ltd (Rinnai Australia) and Noritz Australia Pty Ltd (Noritz Australia) respectively. The Brivis transaction completed in February and the Dux transaction completed in December 2014.

Clayton Utz Corporate partner Andrew Hay led the teams that advised on both transactions. Other team members who provided specialist input were partners Michael Corrigan (Competition), Claire Smith (Environment & Planning), Mark Sammut (Insurance and Risk) and Ian Bloemendal (Commercial Litigation).

Rinnai Australia acquired all of the issued share capital in Brivis Climate Systems Pty Ltd from GWA Group subsidiary GWA Group Holdings Limited for A$49.2 million (subject to completion adjustments). Rinnai Australia is a wholly owned subsidiary of Tokyo Stock Exchange listed Rinnai Corporation. Greenstone Partners and Deloitte acted as financial advisers.

Led by Andrew, a Clayton Utz team also assisted GWA Group with the sale by its wholly owned subsidiary Caroma Holdings Limited of 100% of the issued share capital in Dux Manufacturing Limited (Dux Manufacturing) and Warapave Pty Ltd (Warapave) to Noritz Australia Pty Ltd, for a sale price of A$46 million (subject to completion adjustments). Dux Manufacturing and Warapave hold the assets required to operate the Dux business of designing, manufacturing and distributing water heaters. Greenstone Partners and Nomura were the financial advisers.

Andrew said the transactions, which completed as part of competitive tender processes within two months of each other, saw the Clayton Utz teams work together seamlessly to meet the transaction timeframes and with the clients' commercial objectives front of mind. "These were strategic divestments for our client GWA Group, for which they put their confidence in us to ensure the transactions completed successfully and smoothly. We're pleased to have helped them achieve that."

Andrew added: "It's also interesting to note that the sales were to Japanese-owned businesses. This reflects the current strong level of inbound investment from Japan into Australia by entities that are seeking to expand in strategic growth areas and capitalise on the solid fundamentals of Australian businesses in key sectors."

GWA Group is a leading Australia supplier of fixtures and fittings to households and commercial premises. Its portfolio of brands includes Caroma, Dorf, Fowler, Stylus, Clark, Austral Lock, Gainsborough, Gliderol and API Locksmiths.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.