On Monday, 12 May 2008, contributors to MBF Australia Limited considered a proposal to combine MBF and BUPA Australia businesses at a scheme meeting convened by the Federal Court of Australia. The proposal was approved by more than 98 per cent of those present and voting. On Wednesday, 14 May 2008, the Federal Court of Australia gave its approval to the merger.

Allens Arthur Robinson (AAR) advised MBF on the scheme of arrangement transaction. Freehills acted for BUPA Australia Pty Ltd and the other BUPA entities. Mallesons Stephen Jaques acted for the trustee of the policyholders trust.

The Allens team was lead by M&A partner Kylie Brown, who was made partner in 2005 and has been endorsed as an “M&A star on the rise” by the co-head of M&A capital markets, partner Ewen Crouch,

“Kylie Brown has run this matter superbly … she has a strong client base by whom she is highly regarded for her well thought-out and commercial advice,” Crouch said. “It is fantastic having Kylie in our team, she has a great future.”

Brown and Crouch were assisted by partners Stuart McCulloch and John Morgan, and senior associates Roddy Johnson and Fiona Chapman. The M&A and Capital Markets team worked alongside members of the AARTax and Commercial Litigation team on the deal.

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“Our team has really enjoyed working with MBF on this significant merger, which we think provides great opportunities for existing and new customers of both health funds, as well as being a key consolidating move in the wider Australian health insurance sector,” Brown said.

The scheme is expected to be implemented by the end of June 2008, when the $2.41 billion payment from BUPA will be distributed to MBF policyholders.