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Freehills and Clayton Utz advise on joint venture

Freehills and Clayton Utz advise on joint venture

Freehills and Clayton Utz have jointly advised Pacific Equity Partners (PEP) on its joint venture with SCA, a Swedish global consumer goods company.Under the joint venture, PEP and SCA will…

Freehills and Clayton Utz have jointly advised Pacific Equity Partners (PEP) on its joint venture with SCA, a Swedish global consumer goods company.

Under the joint venture, PEP and SCA will invest in the expansion of SCA Hygiene Australasia's (SCAHA) operations, which span Australia, New Zealand and Fiji.

SCAHA manufactures and markets a number of leading brands including Sorbent, Purex, Handee Ultra and Libra.

Corporate partners Philip Kapp and Mark Williamson led the team at Clutz advising on the joint venture arrangements, while Mark Crean, Hayley Neilson and Kristin Stammer were the lead Freehills partners advising on the M&A, banking and intellectual property aspects of the transaction.

Involving parallel negotiations in Australia and Sweden and various interdependent commercial and legal workstreams, the transaction required close collaboration between PEP, Freehills and Clutz across a large number of practice areas including M&A, IP and banking.

The deal, structured as an equal joint venture, is innovative for the Australian private equity market, where 100 per cent acquisitions are more typical.

Kristin Stammer, a Freehills IP partner, noted that the structure gave rise to a number of challenging commercial and legal issues, which required managing an array of brand, technology and supply issues “in order to deliver value to PEP in Australasia whilst preserving SCA’s global IP rights”.

Macquarie Capital Advisors acted as financial advisor to PEP whilst Investec Australia and Minter Ellison acted for SCA.

Commenting on the joint venture structure, Kapp said it required his team to "think outside the square".

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