Corrs Chambers Westgarth, Johnson Winter & Slattery (JWS) and Blake Dawson have advised on the finalisation of Horizon's $2.7 billion acquisition of ConnectEast Group, the owner and operator of the Eastlink tollway in Melbourne.
JWS advised CP2 Limited (CP2) and its transaction vehicle, Horizon Roads Pty Limited (Horizon), while Blakes advised ConnectEast.
The transaction is the fourth largest Australian targeted acquisition in the construction and building sector on record, according to the 2011 AFR deal book.
Horizon obtained funding for the acquisition from a diverse group of institutional investors, including Universities Superannuation Scheme of the UK, pension asset manager APG of the Netherlands, National Pension Service of Korea, Leader Investment Corporation (a subsidiary of China Investment Corporation), ATP of Denmark, New Zealand Superannuation Fund, Teachers Insurance and Annuity Association of America, and Mirae Asset Maps/Korean Teachers Credit Union.
These institutions collectively have over $1.6 trillion in funds under management.
Horizon successfully secured the approval of the Foreign Investment Review Board, the State of Victoria, the lenders to ConnectEast, a clear 75 per cent majority of ConnectEast security holders (other than CP2), and the Supreme Court of Victoria.
JWS acted on all legal aspects of the required regulatory approvals, with Sydney corporate partner Damian Reichel leading the team.
"This acquisition presented particular logistical, regulatory and market challenges, including bringing together eight huge overseas institutions from seven different jurisdictions for a direct investment in a complex public company M&A transaction during a period of intense market volatility," said Reichel.
Reichel was assisted by corporate partner John Keeves, special counsels Donald Hacker and Andrew Williams (M&A), and partners Shelley Hemmings (funds management) and Jim Hunwick (finance).
Corrs advised Universities Superannuation Scheme Limited (USS) and Arbejdsmarkedets Tillægspension (ATP) of Denmark on all aspects of the transaction, through which Horizon Roads acquired the remaining 65% of the securities in ConnectEast that were not previously held by CP2 on behalf of USS, ATP and other institutional investors at $0.55 per share. This represented a premium of approximately 22.4% for the security holders of ConnectEast.
The Corrs team was led by corporate partners Richard Lewis and Steve Johns with lawyer John Quinlan (private equity) and partner Craig Milner (tax).
“This is another example of large overseas pensions funds investing on a consortium basis in Australian infrastructure and natural resource assets through a professional investment manager such as CP2. We expect the trend to continue as State governments look for opportunities to privatise other public asset,” said Lewis.
Melbourne-based corporate partner John Sartori led the Blakes team acting for ConnectEast.