Minter Ellison acted for Patrick Corporation Limited on its unsolicited $2 billion takeover bid for Virgin Blue Holdings Limited, which saw it secure 62 per cent of the airline and control of its board.
Patrick had a 45 per cent holding and three directors on the board of Virgin Blue at the time the bid was announced. The unconditional cash bid presented some novel legal issues because of a pre-existing contractual relationship between Patrick and Richard Branson’s Virgin Group. The two parties were deemed to be associates even though they were not acting together on the bid.
It was also unusual because the bidder did not allow arbitrageurs and other target shareholders to dictate terms and force it to increase its price (despite the recommendation of target directors and the views of the independent expert appointed by Virgin Blue).
The Minter Ellison team was led by Costas Condoleon and included partners James Philips and Michael Barr-David, as well as senior associate Asha Rengaswamy. They advised Patrick on all aspects of the bid, including bid structure, legal issues arising from arrangements with the Virgin Group, dealings with and modifications from ASIC, and bid strategy.
“As well as dealing with the technical challenges of the transaction, it was exciting to work with a client that had a strong view of fair value, that stuck to that view and that didn’t allow [arbitrageurs] or the market to drag its offer price up,” Condoleon said.
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