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Minter Ellison is acting on the unusual dealinvolving Gloucester Coal, in which the company is buying assets from a majorshareholder, which is at the same time bidding for all outstanding shares init.
The Gloucester deal with Noble Group Limited, its largestshareholder, is expected to see Gloucester acquire Noble’s interests in theMiddlemount Joint Venture.
Minter Ellison, which is advising Gloucester Coal,said late last week that Noble concurrently has a takeover offer for all theoutstanding shares in Gloucester it does not own at a price of A$12.60 (valuingGloucester at approximately A$1 billion).
Minters’ lead partners on the deal, John Steven and Bart Oude-Vrielink,were assisted by corporate partners James Hutton, Bruce Cowley and AlbertoColla, finance partners Peter Block and David Eterovic, tax partner John Riley,energy and resources consultant Denis Gately, corporate special counsel ReneeDoyle and corporate senior associate Sam Lawson.
As reported by The New Lawyer yesterday, Gloucesterhas also announced that it is undertaking an equity raising of A$455 million,A$410 of which is underwritten.
The total purchase price for the Middlemount assetsis A$437.5 million, comprising a cash component of A$337.5 million and theissue of A$100 million of new Gloucester shares to Noble. The cash componentwill be funded by the equity raising.
Gloucester's proposal for the Middlemount JV doesnot affect that offer, which will remain open to Gloucester shareholders, butit does provide its shareholders with an alternative to consider – remaining ashareholder in the new Gloucester.
Minter Ellison has acted for Gloucester over the past 18 months innumerous transactions, including the failed takeover by Macarthur and generalcorporate work.
Minter Ellison is also advising Gloucester in relation to A$1 billiontakeover offer from Noble.