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Andrew is an experienced corporate lawyer with the skills to identify and navigate potential legal issues.

His expertise includes private mergers and acquisitions, schemes of arrangement, public company takeovers, prospectuses and capital raisings, due diligence investigations, incorporated joint ventures, corporate governance issues and directors' duties.

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Expertise

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Corporate / M&A

Mergers & Acquisitions – Public

Seymour Whyte Limited:  Acted for Seymour Whyte  in relation to its defence of Watpac proposal and sale to VINCI.

Mackay Sugar Limited: Advised on its cash takeover offer to acquire all the issued shares in the capital of Tully Sugar. Advised on the convertible loan agreement to provide funding for the offer and the bidder's statement.

Macarthur Coal Limited: Advised on the $910 million takeover offer for Gloucester Coal Limited and the acquisition of Noble Group's interest in the Middlemount Project, and on the subsequent change of control proposals from Peabody Energy Corporation and New Hope Limited to acquire all (or a majority) of the shares in Macarthur Coal.

Suncorp-Metway Limited: Advised on its $7.9 billion acquisition of Promina Group Limited by way of scheme of arrangement, one of the biggest finance sector merger and acquisition transactions conducted in Australia.

Magellan Petroleum Australia Limited (MPAL): Acted in the takeover bid by Magellan Petroleum Corporation (MPC), a US listed company.

Roma Petroleum NL: Acted for the target in two competing takeover offers by Queensland Gas Company Ltd  and Bow Energy Ltd.


Mergers & Acquisitions – Private

Vossloh Australia Pty Ltd, a wholly owned subsidiary of Vossloh AG (listed on the Frankfurt Stock Exchange): Advised on the acquisition of Austrak Pty Ltd from Laing O'Rourke Australia Pty Ltd.  Vossloh AG is a leading global rail technology and infrastructure group.  Austrak Pty Ltd is an Australian rail sleeper design and manufacturing company.

Healthia Limited: Advised on the acquisition of a number of physiotherapy, hand therapy and podiatry clinics, in conjunction with its initial public offer, to complement its existing podiatry businesses, which involved conducting due diligence investigations and drafting and negotiating acquisition agreements and associated documentation with numerous separate sellers.

Motorcycle Holdings Limited: Advised on the acquisition of Cassons Pty Ltd, a leading wholesaler and retailer of motorcycle parts and accessories.

Weis Frozen Foods: Acted for the Weis family on the sale of Weis Frozen Foods to Unilever (Streets).

Peak Services: Acted for Peak Services (subsidiary of LGAQ) in the acquisition of residual partnership interests from it partners Ipswich City Council and Aegis upon expiry of the partnership term.

RACQ: Acted for RACQ in relation to the acquisition of a 50% interest in TicketMates Australia Pty Ltd, including drafting the share sale deed and shareholders' agreement.

BerryWorld: Advised on the establishment of an incorporated joint venture with Pinata Farms for the marketing of soft fruit, including drafting shareholders' agreement and constitution.

MTQ Insurance Services Limited (MTQIS): Advised on the sale of its subsidiary MTA Insurance Limited (MTAI) to AAI Limited (part of the Suncorp group)..

CHAMP Ventures: Acquisition of Sea Swift Pty Ltd, Australia's largest privately owned shipping company, servicing far north Queensland, by an entity associated with CHAMP Ventures.

Catalyst Investment Managers Pty Ltd: Advised on the acquisition of a minority interest in the Morris Corporation Group and the negotiation of a shareholders' agreement with the vendor and other management shareholders.

Viewpoint Inc: Advised on the acquisition of Jobpac International Systems Pty Ltd by Viewpoint.

Propel Partnerships: Advised in relation to the establishment of a joint venture with and the provision of services to Mackay Regional Council. Advised in relation to the establishment of an alliance framework with, and the provision of services to, Liverpool City Council.

NEC Corporation: Acted in the acquisition of CSG Limited's Technology Solutions business and associated transitional services.

Outrigger Enterprises Inc: Advised on the sale of Outrigger Hotels & Resorts Australia Pty Ltd to Mantra Group.

LCR Lindores Group: Advised multiple vendors on the sale of crane hire and mine haulage businesses to a private equity buyer.

InteriorCo: Advised a consortium of vendors in the sale of 10 geographically diversified businesses to a private equity buyer. A significant proportion of the purchase price was reinvested by the vendors in the purchasing company. Negotiated seven share sale deeds and three business sale deeds, together with a shareholders' deed and a number of employment and other ancillary agreements.

Suncorp Group: Advised on numerous acquisitions and disposal, including the acquisition of the AMP/GIO general insurance business for $1.26 billion.

Queensland Medical Laboratory: Acted for the partners of the largest private pathology business in Queensland in connection with the sale to Mayne Health for approximately $270 million.


Joint Ventures

(Motorcycle Holdings: Advised Motorcycle Holdings on the establishment of an incorporated joint venture with Allied Credit for the provision of finance to buyers of motorcycles.

QSuper: Advised QSuper in relation to a number of its infrastructure investments (including certain co-investments with LTAAB) in or involving a range of jurisdictions, including Australia, the United Kingdom, the United States (Delaware), New Zealand, the Cayman Islands and Jersey.

BerryWorld: Advised on the establishment of an incorporated joint venture with Pinata Farms for the marketing of soft fruit, including drafting shareholders' agreement and constitution.

InteriorCo: Advised more than 20 owners in the merger of their 10 geographically diversified engineering, design, manufacturing and construction businesses in conjunction with RMB Capital, to create the second largest national competitor to an established national business.

Champ Ventures: Advised on the acquisition of Sea Swift Pty Ltd by an entity associated with CHAMP Ventures 7 Management Pty Ltd, including negotiating shareholders' agreement with management shareholders.

Catalyst Investment Managers Pty Ltd: Advised on the acquisition of a minority interest in the Morris Corporation Group and the negotiation of a shareholders' agreement with the vendor and other management shareholders.

Suncorp: Advised Suncorp in relation to the establishment of several incorporated joint ventures with third parties for smash repairs and motor vehicle spare parts, in each case with the Suncorp Group as their principal client.  Advised on the sale of various interests in insurance joint ventures to the joint venture partners, RACQ, RAA and RACT. 

See Corporate / M&A

Mergers and Acquisitions

Mergers & Acquisitions – Public

Seymour Whyte Limited:  Acted for Seymour Whyte  in relation to its defence of Watpac proposal and sale to VINCI.

Mackay Sugar Limited: Advised on its cash takeover offer to acquire all the issued shares in the capital of Tully Sugar. Advised on the convertible loan agreement to provide funding for the offer and the bidder's statement.

Macarthur Coal Limited: Advised on the $910 million takeover offer for Gloucester Coal Limited and the acquisition of Noble Group's interest in the Middlemount Project, and on the subsequent change of control proposals from Peabody Energy Corporation and New Hope Limited to acquire all (or a majority) of the shares in Macarthur Coal.

Suncorp-Metway Limited: Advised on its $7.9 billion acquisition of Promina Group Limited by way of scheme of arrangement, one of the biggest finance sector merger and acquisition transactions conducted in Australia.

Magellan Petroleum Australia Limited (MPAL): Acted in the takeover bid by Magellan Petroleum Corporation (MPC), a US listed company.

Roma Petroleum NL: Acted for the target in two competing takeover offers by Queensland Gas Company Ltd  and Bow Energy Ltd.


Mergers & Acquisitions – Private

Vossloh Australia Pty Ltd, a wholly owned subsidiary of Vossloh AG (listed on the Frankfurt Stock Exchange): Advised on the acquisition of Austrak Pty Ltd from Laing O'Rourke Australia Pty Ltd.  Vossloh AG is a leading global rail technology and infrastructure group.  Austrak Pty Ltd is an Australian rail sleeper design and manufacturing company.

Healthia Limited: Advised on the acquisition of a number of physiotherapy, hand therapy and podiatry clinics, in conjunction with its initial public offer, to complement its existing podiatry businesses, which involved conducting due diligence investigations and drafting and negotiating acquisition agreements and associated documentation with numerous separate sellers.

Motorcycle Holdings Limited: Advised on the acquisition of Cassons Pty Ltd, a leading wholesaler and retailer of motorcycle parts and accessories.

Weis Frozen Foods: Acted for the Weis family on the sale of Weis Frozen Foods to Unilever (Streets).

Peak Services: Acted for Peak Services (subsidiary of LGAQ) in the acquisition of residual partnership interests from it partners Ipswich City Council and Aegis upon expiry of the partnership term.

RACQ: Acted for RACQ in relation to the acquisition of a 50% interest in TicketMates Australia Pty Ltd, including drafting the share sale deed and shareholders' agreement.

BerryWorld: Advised on the establishment of an incorporated joint venture with Pinata Farms for the marketing of soft fruit, including drafting shareholders' agreement and constitution.

MTQ Insurance Services Limited (MTQIS): Advised on the sale of its subsidiary MTA Insurance Limited (MTAI) to AAI Limited (part of the Suncorp group)..

CHAMP Ventures: Acquisition of Sea Swift Pty Ltd, Australia's largest privately owned shipping company, servicing far north Queensland, by an entity associated with CHAMP Ventures.

Catalyst Investment Managers Pty Ltd: Advised on the acquisition of a minority interest in the Morris Corporation Group and the negotiation of a shareholders' agreement with the vendor and other management shareholders.

Viewpoint Inc: Advised on the acquisition of Jobpac International Systems Pty Ltd by Viewpoint.

Propel Partnerships: Advised in relation to the establishment of a joint venture with and the provision of services to Mackay Regional Council. Advised in relation to the establishment of an alliance framework with, and the provision of services to, Liverpool City Council.

NEC Corporation: Acted in the acquisition of CSG Limited's Technology Solutions business and associated transitional services.

Outrigger Enterprises Inc: Advised on the sale of Outrigger Hotels & Resorts Australia Pty Ltd to Mantra Group.

LCR Lindores Group: Advised multiple vendors on the sale of crane hire and mine haulage businesses to a private equity buyer.

InteriorCo: Advised a consortium of vendors in the sale of 10 geographically diversified businesses to a private equity buyer. A significant proportion of the purchase price was reinvested by the vendors in the purchasing company. Negotiated seven share sale deeds and three business sale deeds, together with a shareholders' deed and a number of employment and other ancillary agreements.

Suncorp Group: Advised on numerous acquisitions and disposal, including the acquisition of the AMP/GIO general insurance business for $1.26 billion.

Queensland Medical Laboratory: Acted for the partners of the largest private pathology business in Queensland in connection with the sale to Mayne Health for approximately $270 million.


Joint Ventures

(Motorcycle Holdings: Advised Motorcycle Holdings on the establishment of an incorporated joint venture with Allied Credit for the provision of finance to buyers of motorcycles.

QSuper: Advised QSuper in relation to a number of its infrastructure investments (including certain co-investments with LTAAB) in or involving a range of jurisdictions, including Australia, the United Kingdom, the United States (Delaware), New Zealand, the Cayman Islands and Jersey.

BerryWorld: Advised on the establishment of an incorporated joint venture with Pinata Farms for the marketing of soft fruit, including drafting shareholders' agreement and constitution.

InteriorCo: Advised more than 20 owners in the merger of their 10 geographically diversified engineering, design, manufacturing and construction businesses in conjunction with RMB Capital, to create the second largest national competitor to an established national business.

Champ Ventures: Advised on the acquisition of Sea Swift Pty Ltd by an entity associated with CHAMP Ventures 7 Management Pty Ltd, including negotiating shareholders' agreement with management shareholders.

Catalyst Investment Managers Pty Ltd: Advised on the acquisition of a minority interest in the Morris Corporation Group and the negotiation of a shareholders' agreement with the vendor and other management shareholders.

Suncorp: Advised Suncorp in relation to the establishment of several incorporated joint ventures with third parties for smash repairs and motor vehicle spare parts, in each case with the Suncorp Group as their principal client.  Advised on the sale of various interests in insurance joint ventures to the joint venture partners, RACQ, RAA and RACT. 

See Mergers and Acquisitions

Equity Capital Markets / IPOs

Healthia Limited:  Acting for Healthia Ltd in relation to all aspects of its $26.8 million initial public offer and listing on ASX, including due diligence investigations, the prospectus, ASX listing application, an internal restructure and the underwriting arrangements.  The IPO was conducted in conjunction with the acquisition of a number of physiotherapy, hand therapy and podiatry clinics to complement the existing podiatry businesses, which involved conducting due diligence investigations and drafting and negotiating acquisition agreements and associated documentation with numerous separate sellers. Advised on the terms of Clinic Class Shares issued by subsidiaries of Healthia Ltd, as part of the Group's incentivisation of clinicians, and on the preparation of an Offer Information Statement in relation to certain issues of Clinic Class Shares.

LMA Support Services: Advising the issuers of equity on the offer disclosure documents associated with the issue of equity and membership rights to users of the water distribution network in connection with the transfer of the bulk water distribution assets from SunWater to local management and operation.

Motorcycle Holdings Limited: Advised on the $67 million rights issue conducted in conjunction with its acquisition of the Cassons business.

Wagners Limited: Advised the Lead Managers, Morgans and Credit Suisse, on the IPO.

Isis Central Sugar Mill Co. Ltd: Advised on the offer of shares to growers who signed a new Cane Supply Agreement with the Company under an Offer Information Statement.

Suncorp-Metway Limited: Advised on $900 million non-renounceable accelerated rights issue and associated $390 million placement. Advised on its $1.2 billion entitlement offer to raise funds to pay the cash component of the consideration for the acquisition of Promina Group Limited.

Advised on the $1.325 billion capital raising associated with the acquisition of the AMP/GIO general insurance business discussed above.

Advised on its $200 million issue of Floating Rate Capital Notes.

Watpac Limited: Advised on $73 million fully underwritten institutional placement and share purchase plan.

Metal Storm Limited: Advised on its share purchase plan and its $27.5 million renounceable rights issue of convertible notes and attaching options. Advised on its $21.5 million private placement to institutional and sophisticated investors.

Retravision (Northern) Limited: Advised in relation to the issue of debentures to Retravision shareholders.

Monto Minerals Limited: Advised on several capital raisings, including its initial public offer.

Highlands Pacific Limited: Acted in the A$190 million initial public offer by the company in connection with the acquisition of all of the assets of Highlands Gold Limited (other than those relating to the Porgera joint venture). 

See Equity Capital Markets / IPOs

Private Equity

CHAMP Ventures 7 Management Pty Ltd: Acquisition of Sea Swift Pty Ltd, Australia's largest privately owned shipping company, servicing far north Queensland, by an entity associated with CHAMP Ventures 7 Management Pty Ltd.

Catalyst Investment Managers Pty Ltd: Acted on the acquisition of a minority interest in Morris Corporation Holdings Pty Ltd from the existing shareholders.

LCR Lindores Group: Advised multiple vendors on the sale of crane hire and mine haulage businesses to a private equity buyer which involved the sale of shares in several companies and sale of units in several trusts.

InteriorCo: Advised a consortium of vendors in the sale of 10 geographically diversified businesses to a private equity buyer. A significant proportion of the purchase price was reinvested by the vendors in the purchasing company. Negotiated seven share sale deeds and three business sale deeds, together with a shareholders' deed and a number of employment and other ancillary agreements. 

See Private Equity

Restructuring and Insolvency

Healthia Ltd: Advised in relation to an internal restructure prior to its initial public offer, including conversion of certain companies to public companies, amendments to share terms, conversion of shares and the acquisition of all of the ordinary shares in My FootDr (Aust) Ltd by Healthia Ltd in exchange for shares in Healthia Ltd and/or cash.

LMA Support Services: Advising the local management entities on the corporate structure and offer documents associated with the transfer of the bulk water distribution assets from SunWater to local management and operation.

Local Government Association of Queensland: Advised in the adjustment of partnership and joint venture interests in a business providing outsourced services for local governments.

Suncorp-Metway Limited: Advised in relation to certain aspects of its reorganisation into a general insurance group, a banking group, a life group and a corporate/shared services group under a new non-operating holding company, Suncorp Group Limited, and the listing of that entity on ASX, by schemes of arrangement.

Macarthur Coal Limited: Advised on its agreement to acquire a series of coal exploration interests from related parties and to restructure its existing joint venture into seven separate projects, setting the platform for the company's future. It was a tripartite transaction, involving related parties, with several side transactions, corporate governance complexities with two vendors being substantial shareholders, one of them then Managing Director.

Metal Storm Limited: Advised on its complex restructure of its convertible notes and options and associated share purchase plan. 

See Restructuring and Insolvency

Knowledge

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