Minter Ellison advises Baosteel Resources Australia on ordinary share takeover

On 5 May 2014, Baosteel Resources Australia and Aurizon Operations (the bidders) announced a joint conditional off-market takeover offer for all of the outstanding ordinary shares in Aquila Resources that they (and their related bodies corporate) did not already own, at a price of AUD3.40 (£1.87) cash per share. Minter Ellison is acting as legal adviser to Baosteel.

The bid represents a watershed moment for the Australian capital markets as it is the first time that a major takeover bid that has been made jointly by a Chinese state-owned entity and an Australian listed company.

The Minter Ellison team is being led by partner Adam Handley, supported by partner Bart Oude-Vrielink, senior legal consultant Robert Austin, senior associate Bryn Davis and lawyers Matthew Caddy and Su Ern Lee. Handley has advised Baosteel on all of its major legal matters in Australia since 2007, including the acquisition of its initial stake in Aquila in 2009.

On 3 July 2014, the bidders and Aquila entered into a takeover implementation agreement pursuant to which, upon Tony Poli accepting into the bid for his 28.9 per cent stake, the bid would be declared unconditional and extended, and the board would be subject to an orderly restructure so that the bidders’ nominees hold a majority of the board positions.

The bid was subject to Foreign Investment Review Board (FIRB) approval, which was obtained by the bidders on 29 May 2014.