Recent tax experience includes:
Westpac/St.George merger
Provided income tax, GST and stamp duty advice for the A$67 billion merger
Westpac/St.George merger and the integration of St.George's operations within
the new merged Westpac entity.
Rio Tinto
Provided tax advice to Rio Tinto in relation to the now withdrawn BHP Billiton
hostile takeover bid. BHP Billiton's A$160 billion takeover attempt of the rival
miner, Rio Tinto, stands as the world's largest attempted acquisition to date.
We also advised Rio Tinto on tax issues associated with its strategic alliance
with Chinalco, its joint venture with BHP Billiton and its $US15.2 billion
capital raising.
BAE
Advised BAE on the stamp duty and income tax implications of its A$775 million
bid for Tenix. The resulting entity is Australia's largest in-country defence
supplier to the Australian Defence Force.
Commonwealth of Australia
Acted for the Commonwealth of Australia in the establishment of a special
purpose vehicle to provide funding of up to A$1.3 billion to financiers of
Australian car dealerships following the announcement of the withdrawal of major
financiers to that sector, GE Money Motor Solutions and GMAC Financial
Solutions.
MBF
Advised MBF Australia on its demutualisation proposal and proposed merger with
BUPA. Valued at A$2.41 billion, this deal represents the largest such
transaction in the Australian private health industry. During the course of the
deal, new private health insurance legislation and tax laws were introduced,
requiring significant flexibility from the Allens team.
Magellan Financial Group
Provided tax advice on a restructure to internalise Magellan's investment
management through a takeover offer for ASX-listed New Privateer Holdings (NPH)
and the subsequent acquisition of the remaining 40 per cent interest in NPH
Funds, in a move to alleviate a potential conflict.
Brambles, BHP Billiton and Rio Tinto – dual-listed companies
Provided extensive tax advice for all three Australian dual-listed company
transactions: Rio Tinto, BHP Billiton and Brambles GKN. Our role in these
mergers included familiarising Australian regulators with the difficult issues
that arose in these unusual transactions and advising on new financing
arrangements. We continue to provide BHP Billiton and Rio Tinto with tax advice
relating to their specific status as dual-listed companies.
Brambles
Provided tax advice on the unification of Brambles DLC structure under a single
holding company.
Goodman
Advised the Goodman Australia Industrial Fund (GAIF) on the
acquisition of A$1 billion of property from the Goodman Industrial Trust (GIT)
funded by a capital raising by GAIF. We helped GAIF achieve their commercial
objectives and a successful stamp duty outcome.
Westpac
Provided income tax, GST and stamp duty advice on Westpac's disposal of AGC
Corporation and subsequent acquisition of Rothschilds Funds Management, BT
Financial Group and Hastings Funds Management.
Financial products
Provided advice on the structure and tax implications for financial products for
various entities including Macquarie Bank Limited, Westpac Banking Corporation
and ABN AMRO.
ANZ, Macquarie and Westpac securitisations
Advised on a large number of securitisation transactions including RAMS (for
Westpac), PUMA and PANTHER (for Macquarie) and Experien (for ANZ).
Queensland Investment Corporation
Advised Queensland Investment Corporation on the A$23 billion restructure of its
property trusts, involving complex capital gains tax, rollover and stamp duty
exemptions.
Plenary Capital
Provided tax advice to Plenary Capital in relation to its successful bid for the
A$230 million Biosciences Research Centre and Single LEAP 1 (defence forces
accommodation) PPPs. The matters involved the new tax regime for public
infrastructure which affects the financing of projects.
Westpac
Advised Westpac on the establishment of its funds management arm, BT Investment
Management Limited and the associated IPO with a market capitalisation of A$800
million.
BHP Billiton tax dispute
Advised BHP Billiton on its successful litigation in the High Court of Australia
regarding the deductibility of interest paid to the vendor of a business during
the period up to the date of settlement of the acquisition.
Tax appeals
Conducted a number of tax appeals on behalf of major clients in the High Court,
Federal Court, Administrative Appeals Tribunal and Supreme Court of Victoria.
These cover issues such as capital gains tax, the capital/revenue distinction in
respect of both income and deductions, transfer pricing and stamp duty issues.
