BAKER & MCKENZIE and Mallesons Stephen Jaques advised the parties in the leveraged buyout of listed Veda Advantage Limited by a consortium of private equity partners.
Bakers acted for the consortium and Mallesons for the target Veda Advantage Limited.
Subject to an independent experts report or a superior offer, the independent directors of Veda Advantage have recommended to shareholders the privatisation of the company by Pacific Equity Partners and Merrill Lynch Global Private Equity, as well as Veda Advantage Limited itself, via scheme of arrangement.
Veda Advantage and VA Australia Finance Pty Ltd, a “special purpose” company formed by funds advised by the buyout consortium, signed a merger implementation agreement for the scheme on 2 April.
The offer of $3.61 per share values Veda Advantage at $814 million on an equity basis, and $963 million on “enterprise value”.
A key shareholder in Veda Advantage, Allco Equity Partners, which holds 17.3 per cent of the company, has also said it will vote in favour of the purchase.
“We are increasingly involved in ‘public to private’ deals and acquisitions by private equity consortia in Australia and elsewhere,” said Bakers’ lead partner on the deal Brendan Wykes.
“These transactions have their own distinct features and we are very pleased to use our experience to advise on and implement these kinds of deals as efficiently as possible.”
As well as private equity specific and general regulatory advice, Wykes also advised on the debt facility arrangements and acquisition structure.
“The board has worked with the consortium over the past eight weeks to facilitate the consortium’s proposal,” said Veda chairman Glenn Barnes in a statement.
“It believes [that] is in the best interests of shareholders, having regard to the company’s current strategic plans.”
The scheme is subject to court approval and a majority of shareholders representing at least 75 per cent of those voting agreeing to the takeover. The meeting to vote on the scheme is due in June.