Freehills has advised Orica on its successful $1 billion demerger and ASX listing of the DuluxGroup business.
The demerger is the first significant demerger to have been completed in the Australian market for two and a half years. The new ASX listing is the largest new listing in 2010 and since the Myer IPO in 2009 which Freehills also advised on.
The demerger was effected via an intra-group reorganisation followed by a scheme of arrangement. Orica shareholders considered the demerger at a shareholders meeting on Thursday 8 July 2010 at which more than 99% of votes cast at the meeting were in favour of the transaction. The demerger was then approved in a short hearing before the Supreme Court of Victoria on the morning of Friday 9 July 2010.
DuluxGroup shares commenced trading on the ASX at 11am yesterday morning, trading as high as $2.78 before closing at $2.54. Taking the Orica share price into account, Orica/DuluxGroup shareholders are ahead by well over a $1 a share based on yesterday’s combined share prices.
Freehills M&A partners Neil Pathak and Tim McEwen led the Freehills team, working closely with Chris Hansen, Orica General Counsel and Simon Black, DuluxGroup General Counsel and Company Secretary. Key Freehills team members included partners Dan Brealey, Paul Burns, Paul Wenk and M&A senior associates Rob Feiner and Sheena Loi.
Freehills lead partner Neil Pathak said ‘Given the different nature of Orica’s mining services and chemical businesses and DuluxGroup’s premium branded coatings and home improvement and garden care businesses, the demerger made perfect commercial sense and we were delighted to team up once again with Orica.’
‘We are particularly happy that, in a difficult market, we were able to assist Orica and DuluxGroup through a complex transaction in a smooth and efficient manner, culminating in a successful new listing’.
Equity capital markets partner Tim McEwen said: ‘It was very pleasing to assist DuluxGroup on its new ASX listing, the largest listing so far in 2010. The first day of trading shows that the market supports the commercial logic of the transaction.’
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