Freehills acted for San Miguel Corporation on its purchase of a stake in Berri Ltd. The acquisition follows the Australian Competition and Consumer Commission’s (ACCC) rejection last November of an earlier bid for Berri by Coca Cola Amatil Australia.
The law firm said the transaction involved San Miguel acquiring a 50 per cent stake in Berri, with the remaining 50 per cent currently held by Douglas S. Shears. The transaction valued Berri’s total business at $335 million.
The acquisition is part of San Miguel’s Asia-Pacific expansion program and strategy to acquire businesses with a strategic fit to San Miguel’s existing beer, liquor, soft drink and food businesses.
The deal will add Berri’s Daily Juice, Just Juice, Mildura Sunrise and Mr Juicy brands to San Miguel’s existing products and should help increase the distribution of Berri’s products throughout the Asia Pacific.
Freehills said its role involved the negotiation of the terms of the acquisition and “ancillary matters” such as performing due diligence on the fruit juice company and assisting in obtaining regulatory approvals.
The law firm said a number of complexities arose in the transaction.
These were due to Berri’s pre-transaction operational structure, the need to deal with numerous shareholders and the ACCC’s increased sensitivity towards Berri as a result of the regulator’s rejection of Coca Cola Amatil Australia’s offer to acquire Berri (see ‘New reality follows Coke decision?’, Lawyers Weekly, 16 January 2004, p10).
Freehills said they had to provide a significant amount of technical assistance to overcome tight deadlines (approximately two months from the commencement of due diligence).
The Freehills team was led by partners Leon Pasternak, Michael Ziegelaar and Stephen Dobbs and included senior associates Allon Ledder and Sunil Patel.
“It is a delight to be able to help overseas investors who show confidence in the Australian economy and its people,” Pasternak said. “San Miguel is a sophisticated user of legal services globally. It’s comforting to know that Australian law firms stack up with the best international firms that operate in the region.”