Overview

Our Competition and Market Regulation group assesses the likely competitive effects and competition law risks of proposed acquisitions. We then work with the Australian Competition and Consumer Commission (ACCC) to fast track mergers and joint venture proposals for our clients. This includes applications for formal or informal clearance of mergers from the ACCC and, where appropriate, seeking authorisation on public benefit grounds.

Examples of work

• BUPA Australia/MBF: Freehills advised BUPA on its successful application for informal clearance from the ACCC for the merger of the second and third largest Australian private health insurers. This was the first significant merger in the health insurance industry considered by the ACCC, in a period of dynamic industry change.
• Commonwealth Bank/IWL: Freehills acted for Commonwealth Bank of Australia (CBA) in its acquisition of IWL Limited, IWL is a major provider of non-advisory (primarily online) stockbroking services to retail customers in Australia through a number of subsidiary firms. Freehills assisted CBA to obtain informal merger clearance from the ACCC for the deal, which involved detailed analysis and explanation of entry possibilities and vertical integration issues within the broking market generally, and in the online segment of that market.
• Orica / Dyno Nobel worldwide merger: Freehills advised Orica on its acquisition of the assets of Dyno Nobel, a combination of the world’s two largest explosives manufacturers, in more than 30 countries across the world. The deal involved the acquisition by Macquarie of Dyno Nobel, followed by the on-sale to Orica of certain Dyno Nobel businesses. In a rare example of a global deal being managed from Australia, we coordinated antitrust advice and merger filings in Europe, the United States, Africa, South America, and Australia.
• Promina/Suncorp: Freehills acted for Promina, in relation to the ACCC’s examination of its acquisition by Suncorp. This merger created a major diversified financial services provider in Australia with leading positions in many lines of insurance business.
• ASX/SFE: Freehills acted for the Australian Stock Exchange (ASX) in respect of its acquisition of Sydney Futures Exchange (SFE) to create the Australian Securities Exchange.
• Fairfax / Rural Press: Freehills advised Fairfax Media (the newspaper publisher) on its merger with Rural Press (the regional newspaper publisher), including obtaining ACCC clearance and negotiating divestiture undertakings.
• ABC Learning Centres: Freehills advised ABC Learning Centres, Australia’s largest childcare provider, on all of its major acquisitions, including obtaining ACCC clearance and negotiating divestiture undertakings.
• Wesfarmers / Howard Smith: Freehills advised Wesfarmers Ltd on its acquisition of Howard Smith Ltd, involving the merger of Bunnings and BBC Hardware / BBC Hardwarehouse, two of the leading hardware retail brands in Australia. Together, they are now the number three retailer by value and volume in Australia.
• Wesfarmers / Linde Gas: Freehills advised Wesfarmers Energy on the successful acquisition of industrial gas business, Linde Gas.
• Commonwealth Bank / Colonial: Freehills advised Commonwealth Bank of Australia on the ACCC clearance of its acquisition of Colonial. This involved the analysis of banking markets across Australia in various regions. Commonwealth negotiated a clearance of the acquisition of the merger without the requirement of any divestitures. This acquisition produced the principal analysis of banking markets in Australia.