Mallesons Stephen Jaques represented Nestle Australia on its recent acquisition of iconic Australian food business Uncle Tobys from Burns Philp, represented by Freehills. Corrs Chambers Westgarth completed the due diligence.
Braddon Jolley led the Freehills team, while Michael Barker and Greg Golding led Mallesons’ team on the M&A aspects, Katrina Rathie and Nicole Heller led the firm on the IP aspects, and Sharon Henrick advised on the competition aspects.
The company was bought for $890 million, with the Uncle Tobys nutritious snacks, cereals and Country Cup instant soups businesses all included in the purchase price. Nestle also gained the right to the Uncle Tobys brand in New Zealand. Nestle intends to on-sell the cereal business to Cereals Partners Worldwide, which is a joint venture between Nestle Switzerland and US cereals company General Mills.
“So in structuring the sale…we had to recognise that there would be this on-sale,” Barker said.
The acquisition was strategically very important for Nestle, which had capitalised on the rare opportunity to buy an iconic food brand, he added. “They view Uncle Tobys as a very important brand and they want to grow it.”
“Nestle’s world-wide strategy is to become well known in the sector for nutrition and wellness and they see Uncle Tobys as a very important move in that. Important brand food companies like Uncle Tobys don’t come on the market that often.”
Barker said the on-sale element of the transaction meant that Mallesons’ client was effectively a consortium of Nestle, General Mills and Cereals Partners Worldwide. “Nestle and General Mills have worked together since 1990, so there is a well trodden path of on-sales being done. But from our perspective, nonetheless, we had to understand the issues that would arise.”
People from Nestle’s headquarters in Switzerland, as well as from General Mills and Cereals Partners Worldwide travelled to Australia and worked on the deal with the firm and Burns Philp.