Gilbert and Tobin acted for Fletcher Building Limited in its $530 million acquisition of Amatek Holdings Limited, establishing it as one of Australasia’s largest building materials suppliers. Fletcher Building is the third largest company listed on the New Zealand Exchange by market capitalisation, and Amatek is an Australian holding company comprising Rocla Pipeline Products, Rocla Quarry Products, Stramit and Insulation Solutions. It was acquired from private interests whose principal shareholders are investors managed by CVC Capital Partners Europe and DLJMB Merchant Banking II Inc.
Gary Lawler and Philip Breden led the Gilbert and Tobin team, which had significant input from a wide cross-section of practice groups, including tax, property, banking and intellectual property. The purchase price was initially funded through debt facilities, but a placement of 20 million Fletcher Building ordinary shares to institutional investors was underwritten by Goldman Sachs JBWere to partially fund the purchase and reduce the debt facilities.
Corrs Chambers Westgarth advised HeartWare, the US based heart-pump company, on its IPO and listing on the Australian Stock Exchange. HeartWare, which is doing clinical trials in Australia, is flagged as a foreign (US) security on the ASX, which meant the Australian IPO had to fall within the US offshore offering exemption under the US securities laws (Regulation S). “The deal was interesting due to the concurrent Australian IPO and a US private placement, to enable US investors to participate, though it was made complicated by a short timetable,” said Corrs partner Paul Brown.
The ASX is one of only a few exchanges in the world with a no-action letter from the US Securities and Exchange Commission granting relief from some of the more onerous Regulation S requirements in favour of those of the local exchange. Although the no-action letter has been available since 2000, Paul believes that more US companies will seek to list on the ASX due to the quicker and cheaper time to market in Australia, compared with the US.