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Firms advise on $5.1 billion coal merger

Firms advise on $5.1 billion coal merger

Freehills, Corrs Chambers Westgarth and McCullough Robertson are advising on the creation of the largest ASX-listed independent coal company.Freehills is advising Aston Resources on its proposed…

Freehills, Corrs Chambers Westgarth and McCullough Robertson are advising on the creation of the largest ASX-listed independent coal company.

Freehills is advising Aston Resources on its proposed $5.1billion merger with Whitehaven Coal, advised by Corrs and McCullough Robertson.

The proposal tops off a huge year in the Australian coal sector, with over $11 billion worth of M&As in 2011, according to Bloomberg.

McCullough Robertson lead partner and head of its resources group, Damien Clarke, said the transaction, announced yesterday (12 December), is of major significance to the resources sector.

"This is a transformative and exciting transaction which will create an Australian leading independent coal producer with a high quality portfolio of productive mines, major development projects and exploration assets," he said.

Aston Resources and Whitehaven Coal have entered into a Scheme Implementation Agreement under which they have agreed to merge via a Scheme of Arrangement.

The deal will commence with a special dividend of 50 cents (or $247 million) paid to current Whitehaven shareholders.

Shareholders will then receive 1.89 Whitehaven shares for each Aston share.

If the acquisition is approved by shareholders next year, Whitehaven plans to acquire privately-held Boardwalk Resources by offering another 85.88 million of its shares.

Whitehaven and Aston have nearby coal assets in the Gunnedah Basin in NSW.

The newly merged entity will enjoy efficiencies through shared logistics, marketing, infrastructure, and coal blending, according to Whitehaven.

Meetings to facilitate shareholder votes are planned for late March next year.

The Freehills team is led by partners Matthew FitzGerald and Philippa Stone, who are supported by lawyers Philip Hart, Lynda Tully, Lucy Hall, Mary Boittier and Karin Hidmark.

Freehills also advised Aston on its successful IPO last year and the subsequent sale of 15 per cent of its Maules Creek project in the Gunnedah Basin to ITOCHU.

The McCullough team included lawyers from its Brisbane and Newcastle offices. Clarke, along with partner Janelle Moody and lawyer Emma Jenkins were supported by key team members Peter Gill, Glenn Lennon, Jeremy Kennedy, Laura Rodger, Michelle Sirasch, Michael Rochester, Brendan Tobin, Sarah McBratney, Garth Silva, Charles Gregory, Liam Davis and Tim Hanmore.

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