With a strong client focus, Stephen practises as a corporate advisory lawyer in the area of mergers and acquisitions and securities law, specialising in advising boards and senior management of publicly listed companies on their activities in Australia and overseas.

He has leading expertise in advising bidders and target companies on mergers and acquisitions of publicly listed companies, unlisted public and private entities, business/asset acquisitions and divestments and foreign investment in Australia, and dealing with Australian and overseas regulatory bodies, including ASIC, ASX, and FIRB.

Stephen's securities experience involves regularly advising on equity capital raisings, including IPOs, dual listings, rights issues, share placements, convertible notes and other securities.

Complementing his strength in M&A and securities work is Stephen's general corporate advisory expertise, including corporate governance, regulatory compliance issues, commercial and contractual matters, contested shareholder meetings, strategic legal advice and risk management.

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Expertise

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Corporate / M&A

TELECOMMUNICATIONS, MEDIA & TECHNOLOGY

Amcom Telecommunications Limited: Stephen advised ASX-listed Amcom on its successful A$1.3 billion merger by way of scheme of arrangement with ASX-listed Vocus Communications Limited.

Amcom Telecommunications Limited: Stephen advised ASX-listed Amcom in connection with the sell-down and distribution of its 23.4% shareholding in ASX-listed iiNet Limited.

Spookfish Limited: Stephen is advising ASX-listed Spookfish on its $122 million scheme of arrangement with Eagle View Technologies Inc.


WASTE MANAGEMENT

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its acquisition of  100% of the shares in Worth Corporation Pty Ltd, the owner of waste management company Worth Recycling Pty Ltd, for total cash consideration of A$70 million.

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its acquisition of 100% of the shares and related assets of Daniels Health Pty Ltd and Daniels Manufacturing Pty Ltd, a provider of medical waste solutions, collection and treatment in the Australian healthcare sector, for total cash and scrip consideration of A$186 million.

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions Limited on its successful $671 million scheme of arrangement with ASX-listed Cleanaway Waste Management Limited.


ENERGY AND RESOURCES

Corbyns International Limited: Stephen advised British Virgin Island-incorporated Corbyns on its off-market takeover bid for ASX-listed Vietnam Industrial Investments Limited.

Noble Group Limited: Stephen advised SGX-listed Noble on the sale of its 50.1% shareholding in Idalia Coal Pty Ltd, held by Noble’s subsidiary Camvill Pty Ltd and valued at A$20 million, to ASX-listed East Energy Resources Limited.

Wah Nam International Holdings (now Brockman Mining) Limited: Stephen advised HKSE and ASX-listed Wah Nam International on its takeover bids for ASX-listed companies Brockman Resources Limited and FerrAus Limited, valued at A$925 million and A$265 million respectively. 

Wah Nam International Holdings (now Brockman Mining) Limited: Stephen advised HKSE and ASX-listed Wah Nam International on its successful A$456 million takeover bid for Brockman and compulsory acquisition of Brockman.

Whinnen Resources (now Spookfish) Limited: Stephen advised ASX-listed Whinnen on its successful acquisition of all the issued shares in Mystic Sands Pty Ltd, a company with an interest in a number of highly prospective exploration projects located in Chile.


AGRIBUSINESS

Pescanova SA: Stephen advised Spanish headquartered Pescanova on the sale of its 50% stake in Austral Fisheries Pty Ltd to Maruha Nichiro Holdings Inc, valued at €30 million, to Maruha Nichiro Seafoods, Inc.


FINANCIAL SERVICES

RESIMAC: Stephen advised RESIMAC, a leading non-bank financial institution specialising in originating, servicing and securitising mortgage assets, on its recent reverse scrip takeover of Homeloans Limited, an ASX-listed entity, creating a combined $13 billion Australian mortgage portfolio.


FMCG OTHER

Osmose Utilities Services: Stephen advised Osmose Utilities Services, Inc., a company owned by New York-based private equity firm Kohlberg & Company, on its successful acquisition of Logsys Power Services Pty Ltd, a provider of services for electric utilities in Australia and New Zealand. The acquisition of Logsys Power Services represents Osmose Utilities Services' first acquisition in Australia.

See Corporate / M&A

Mergers and Acquisitons

TELECOMMUNICATIONS, MEDIA & TECHNOLOGY

Amcom Telecommunications Limited: Stephen advised ASX-listed Amcom on its successful A$1.3 billion merger by way of scheme of arrangement with ASX-listed Vocus Communications Limited.

Amcom Telecommunications Limited: Stephen advised ASX-listed Amcom in connection with the sell-down and distribution of its 23.4% shareholding in ASX-listed iiNet Limited.

Spookfish Limited: Stephen is advising ASX-listed Spookfish on its $122 million scheme of arrangement with Eagle View Technologies Inc.


WASTE MANAGEMENT

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its acquisition of  100% of the shares in Worth Corporation Pty Ltd, the owner of waste management company Worth Recycling Pty Ltd, for total cash consideration of A$70 million.

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its acquisition of 100% of the shares and related assets of Daniels Health Pty Ltd and Daniels Manufacturing Pty Ltd, a provider of medical waste solutions, collection and treatment in the Australian healthcare sector, for total cash and scrip consideration of A$186 million.

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions Limited on its successful $671 million scheme of arrangement with ASX-listed Cleanaway Waste Management Limited.


ENERGY AND RESOURCES

Corbyns International Limited: Stephen advised British Virgin Island-incorporated Corbyns on its off-market takeover bid for ASX-listed Vietnam Industrial Investments Limited.

Noble Group Limited: Stephen advised SGX-listed Noble on the sale of its 50.1% shareholding in Idalia Coal Pty Ltd, held by Noble’s subsidiary Camvill Pty Ltd and valued at A$20 million, to ASX-listed East Energy Resources Limited.

Wah Nam International Holdings (now Brockman Mining) Limited: Stephen advised HKSE and ASX-listed Wah Nam International on its takeover bids for ASX-listed companies Brockman Resources Limited and FerrAus Limited, valued at A$925 million and A$265 million respectively. 

Wah Nam International Holdings (now Brockman Mining) Limited: Stephen advised HKSE and ASX-listed Wah Nam International on its successful A$456 million takeover bid for Brockman and compulsory acquisition of Brockman.

Whinnen Resources (now Spookfish) Limited: Stephen advised ASX-listed Whinnen on its successful acquisition of all the issued shares in Mystic Sands Pty Ltd, a company with an interest in a number of highly prospective exploration projects located in Chile.


AGRIBUSINESS

Pescanova SA: Stephen advised Spanish headquartered Pescanova on the sale of its 50% stake in Austral Fisheries Pty Ltd to Maruha Nichiro Holdings Inc, valued at €30 million, to Maruha Nichiro Seafoods, Inc.


INVESTMENT FUND

RESIMAC: Stephen advised RESIMAC, a leading non-bank financial institution specialising in originating, servicing and securitising mortgage assets, on its recent reverse scrip takeover of Homeloans Limited, an ASX-listed entity, creating a combined $13 billion Australian mortgage portfolio.


FMCG OTHER 

Osmose Utilities Services: Stephen advised Osmose Utilities Services, Inc., a company owned by New York-based private equity firm Kohlberg & Company, on its successful acquisition of Logsys Power Services Pty Ltd, a provider of services for electric utilities in Australia and New Zealand. The acquisition of Logsys Power Services represents Osmose Utilities Services' first acquisition in Australia. 

See Mergers and Acquisitions

Equity Capital Markets / IPOs

TELECOMMUNICATIONS, MEDIA & TECHNOLOGY

Amcom Telecommunications Limited: Stephen advised ASX-listed Amcom on its A$40 million placement of shares to sophisticated and professional investors.

Spookfish Limited: Stephen advised ASX-listed geospatial imagery products and services company Spookfish on its entry into licence, royalty and equity investment agreements with EagleView Technologies Inc, a portfolio company of Vista Equity Partners, including the issue of convertible notes and options to EagleView to raise A$6 million.

Albion Capital Partners Pty Ltd: advised private equity investor Albion on its investment into ASX listed Decimal Software Limited through the subscription for convertible notes and options in Decimal


WASTE MANAGEMENT

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its fully underwritten placement to institutional investors to raise A$20 million and share purchase plan to raise A$4 million to partly fund the acquisition of 100% of the shares in waste management company Worth Corporation Pty Ltd, the owner of waste management company Worth Recycling Pty Ltd.

Tox Free Solutions Limited: Stephen advised ASX-listed Tox Free Solutions on its fully underwritten accelerated non-renounceable entitlement offer to raise A$85 million to partly fund the acquisition of 100% of the shares and related assets of Daniels Health Pty Ltd and Daniels Manufacturing Pty Ltd, a provider of medical waste solutions, collection and treatment in the Australian healthcare sector.


INVESTMENT BANKS

Euroz Securities Limited, Paradigm Capital Inc. and Numis Securities Limited: Stephen advised Euroz, Paradigm and Numis them as lead managers, and Euroz as the global co-ordinator and bookrunner, in connection with the A$32 million institutional placement by ASX-listed Heron Resources Limited as part of a A$240 million funding package.

Macquarie Capital (Australia) Limited and Argonaut Securities Pty Ltd: Stephen advised both as joint lead managers in connection with the A$74 million placement and accelerated non-renounceable entitlement offer by ASX-listed Gold Road Resources Limited, and Macquarie as underwriter of the retail component of the entitlement offer.


ENERGY & RESOURCES

Extract Resources Ltd: Stephen advised ASX- and TSX-listed Extract on its A$91 million equity raising by way of an non-renounceable entitlement offer to shareholders and a fully underwritten private placement of special warrants to institutional investors in North America.

Geo40 Limited: Stephen advised Geo40, a New Zealand company developing technologies for commercially extracting valuable minerals from geothermal fluids, in relation to its A$11 million  equity raising via a placement  of shares to sophisticated and professional investors under an information memorandum.

Squadron Resources Pty Ltd: advised  Squadron Resources Pty Ltd, a resources-focused investment entity associated with Andrew Forrest, in connection with ASX-listed Poseidon Nickel Ltd's placement and fully underwritten entitlement offer to raise approximately $75 million. 

Sundance Resources Limited: Stephen advised ASX-listed Sundance on the issue of convertible notes and options to Wafin Limited, a European investment vehicle, to raise A$40 million.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on the refinancing of A$44 million of convertible notes and the re-issue of options held by a subsidiary of Noble Group Limited and an investor consortium made up of investment vehicles managed by Blackstone Alternative Solutions, L.L.C., D.E. Shaw Group and Senrigan Capital respectively.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on the issue of convertible notes to an investor group comprising D.E. Shaw Group, Senrigan Capital, Wafin Limited and a subsidiary of Noble Group Limited to raise A$7 million.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on its equity raising by way of a partially underwritten pro rata renounceable entitlement offer to shareholders to raise up to A$16.5 million.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on amendments to $95 million convertible notes held by a subsidiary of Noble Group Limited, Wafin Limited and investment vehicles managed by Blackstone Alternative Solutions, L.L.C., D.E. Shaw Group and Senrigan Capital.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on the issue of convertible notes to an investor group comprising Senrigan Capital, a subsidiary of Noble Group Limited and Mr David Porter to raise A$1.3 million.

Vietnam Industrial Investments Limited: Stephen advised ASX-listed VII on its equity raising by way of a renounceable entitlement offer to shareholders to raise up to A$7.7 million. 

Wah Nam International Holdings (now Brockman Mining) Limited: Stephen advised HKSE listed Wah Nam International on its initial public offering and successful listing on ASX and subsequent issues of convertible bonds. 

See Equity Capital Markets / IPOs

Corporate Governance

ERM Power Ltd: Stephen advised ASX-listed ERM Power on its requisition of general meeting of ASX-listed Empire Oil & Gas NL and successful changes to the Empire Board, which resulted in three Empire directors resigning and two new directors proposed by ERM Power being appointed.

Gibralt Capital Corporation: advised US private equity group in respect of a contested general meeting of ASX listed Molopo Energy Limited and proposed changes to the Molopo Board.

Sundance Resources Limited: Stephen advised ASX-listed Sundance on a range of corporate and equity raising matters with respect to the development of its A$4.6 billion Mbalam-Nabeba Iron Ore Project located in Central Africa, which spans the border between Cameroon and the Republic of Congo.

Vangold Resources Ltd: Stephen advised TSX Venture Exchange listed-Vangold on its requisition of general meeting of ASX-listed Coppermoly Limited and proposed changes to the Coppermoly Board.

Vietnam Industrial Investments Limited: Stephen advised ASX-listed VII on its proposed internal restructure of its group of companies by way of a scheme of arrangement (subsequently terminated). 

See Corporate Governance

Knowledge

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