MINTER ELLISON has worked on the largest ever banking takeover in a six-month battle for the Royal Bank of Scotland’s bid to take over Dutch banking group ABN AMRO.
The Royal Bank of Scotland (RBS) has won its €71.1 billion ($112 billion) bid to take over ABN AMRO. The cross-border, hostile merger was unprecedented in scale and complexity, Minter Ellison said. Success came when the bank’s consortium declared its bid unconditional.
The firm’s lead partner Ron Forster, who works in the Sydney office, said the fact that it was a contested takeover made the deal an unusual one. Barclays had also made an offer, he said.
“Not only was it the largest but it happened to be unsolicited. Usually mergers in this sector are done on a friendly basis,” he said.
Minter Ellison acted for RBS on all Australian law aspects of the acquisition, both nationally and internationally. This included obtaining all necessary pre-bid approvals.
“From Minter Ellison’s perspective, our role required getting regulatory approval from APRA ... Also to deal with issues relating to ASIC relief from the Corporations Act, which arose because of emerging very large entities offshore. There was a syndicate of three offshore banks, with ABN AMRO, which has extensive existing operations in Australia,” he said.
The firm’s London and Hong Kong offices were involved in the deal. With the office of RBS that was managing Asia-Pacific handling it out of Hong Kong, and the syndicate being driven out of London, these offices had a sizeable role to play.
Forster highlighted the usefulness of having a Hong Kong office for larger international deals. “This is not the first of these sorts of deals. I acted for British Airport Authority when it was taken over. The international offices in that case were also critical. It’s is helpful having the London office and the Hong Kong office. From our perspective as a large firm, we are trying to make the most of our international connections and service these sorts of transactions when we can,” he said.
Linklaters was RBS’s main acquisition counsel focused in London. But Minter Ellison said have the various offices helped it manage the timeline and fit into the time zones offshore.
“For a large transaction like this, you need to get the approvals done in a timely fashion so they can fit in with the offer timetable which is regulated by, in this case, Dutch takeover law. So there was some pressure on us to make sure we didn’t delay the overall acquisition timetable,” Forster said.
Pressed as to whether his practice could expect more of this type of work, Forster told Lawyers Weekly that after the subprime downturn the market quietened down for a short period. “But I believe what we are seeing with the work in the pipeline, is that the market has quickly turned around. We are expecting more M&A activity towards Christmas and the new year.”
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