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Noble Group's takeover of Gloucester Coal

Noble Group's takeover of Gloucester Coal

Gloucester Coal accepted Noble Group's revised cash bid offer on 19 May, bringing to an end what has been labelled one of the most contested deals of recent times.The deal follows months of…

Gloucester Coal accepted Noble Group's revised cash bid offer on 19 May, bringing to an end what has been labelled one of the most contested deals of recent times.

The deal follows months of negotiations, after a Noble Group takeover bid for Gloucester was announced one week after a competing merger proposal by Whitehaven Coal.

Freehills advised Gloucester on the transaction, and partner Tony Damian told Lawyers Weekly the landmark decision is the first time the takeovers panel has ever presided over a reverse takeover.

"The decision means that the [reverse takeover] structure could survive so long as the directors of the bidders in the reverse takeover, in this case of Gloucester Coal, had the ability to walk from the deal should a better offer for the bidder come along."

Clayton Utz, led by partners Karen Evans-Cullen and John Elliot, acted as advisor to Noble Group, who launched a challenge of the Whitehaven bid, arguing that a reverse takeover that involves a change of control of the bidder must be subject to shareholder approval.

The matter involved more than two months of proceedings in the takeovers panel, and an application to the High Court. The High Court did not get the opportunity to rule on the case, because Noble was able to secure the merger by increasing its bid from $4.85 per share to $7.00 per share - a 44 per cent increase. The offer valued Gloucester at $570 million.

For more on this deal, see this week's edition of Lawyers Weekly

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