Maddocks advised card operator and payments processor, Retail Decisions, on its $30 million acquisition of Australia’s largest pre-paid gift card operator E Com Industries, represented by Mallesons Stephen Jaques.
Sydney-based E Com has launched more than 30 gift card schemes in the past three years for blue chip retailers, including Coles Myer and Woolworths. Retail Decisions is listed on the London Stock Exchange.
Commercial partner Jonathan Ambler led Maddocks’ team on the transaction, assisted by senior associates Robert Gregory, Andrew Kaynes and Kate O’Connor, while David Storr and Adam Teare led Mallesons’ team. According to Ambler, what was interesting was the state of the business and its position in a rapidly growing market.
“E Com has established itself as a major provider of electronic online redeemable card facilities in Australia. The plan is for Retail Decisions to migrate that model to other countries.”
Challenges included assisting the lawyers in the UK to deliver the funding for the transaction, which was arranged through a combination of debt, a placement and an open offer in the UK. Also, E Com had a large group of shareholders, so the lawyers were dealing with a large vendor base and negotiating with a collective group of shareholders with different interests.
“When you have a listed company buying into an entrepreneurial, young company, it is always an interesting transaction,” Ambler said.