MCCULLOUGH ROBERTSON advised property management firm and tourism operator S8 Limited on its takeover by investment and financial services group MFS Limited.
The two firms announced plans for a merger via off-market takeover in September last year, and by 11 December last year MFS had achieved the necessary 90 per cent acceptance by S8 shareholders to compulsorily acquire the company.
“Despite the bid having the recommendation of the directors of S8, it was only in the last day of the bid that MFS shored up the necessary numbers to give it 90 per cent,” said McCulloughs’ partner Tony Stumm.
“Part of this is to be attributed to the fact that the acquisition strategy involved separate share offers, options offers as well as a separate offer for the convertible notes of S8 on issue and the majority noteholder held out for an increase in the offer consideration.”
Freehills partner Neil Pathak, and lawyers Robert Feiner and Robert Nicolson advised MFS.
Stumm said S8 itself had been “aggressively” making takeovers before the MFS bid, and had steadily increased its size with the addition of Harvey World Travel, Travel Scene, Transonic Travel and Gulliver’s Travel Group in New Zealand.
Soon after being bought by MFS, S8 (UK) completed another acquisition of UK travel specialist Travel 2 Travel 4.
Stumm said the merged firm was now an ASX150 company, and one of the big players in the Australian tourism industry, “notwithstanding its core business of funds management”. He said at the time of the merger, S8 had a capitalisation of approximately $700 million. The merged group has a capitalisation of around $1.7 billion.
MFS managing director Phil Adams said the acquisition would allow the “implementation of a wide-reaching plan to consolidate a range of leisure and accommodation businesses within one investment vehicle”.
Other advisers on the deal included Jenny Hutson from Wellington Capital Limited for S8 and Grant Samuel from Macquarie Bank for MFS.
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