Allens Arthur Robinson (AAR) acted for General Property Trust (GPT) on the internalisation of its management on 2 June, which created a $7.2 billion stapled entity and ended its 34-year relationship with Lend Lease.
AAR also acted for GPT on a $1 billion joint venture with Babcock & Brown and the sale of its stakes in three key shopping centres to Westfield Holdings.
Sydney partner Ewen Crouch led the AAR team and started working on the transactions with GPT more than a year ago.
In that time, AAR assisted GPT’s independent directors and senior management team on the investigation and rejection of a merger proposal from former parent company Lend Lease, negotiation of an improved offer from Lend Lease that was ultimately rejected by unit holders and rejection of a takeover offer from Stockland.
The firm also worked on the negotiation and final internalisation proposal that included the arrangements with Babcock & Brown and Westfield.
The highly complex matters required AAR to utilise the skills of more than 40 of its lawyers to carry out due diligence, prepare merger documents and a unit holder explanatory memorandum in relation to the Lend Lease proposal. The firm also acted in the successful Takeovers Panel proceedings in relation to the Stockland bid, worked up the internalisation proposal, drafted the Babcock & Brown joint venture documents, advised on the Westfield asset sales, liased with ASIC and the ASX and provided advice on a range of other legal issues.
“It is very rare that an entity is on the receiving end of a merger proposal, then an unsolicited takeover bid and can emerge through that process to forge its own future and come out a stronger enterprise in the end,” Crouch said.
“That is what GPT has achieved.”
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