Thomson Reuters is pleased to announce the publication of a new module of the Australian Commercial Precedents (ACP) – Mergers and acquisitions.

As with other modules, this can be purchased individually or as a bundle together with other modules. However, subscribers to the Australian Commercial Precedents 15 Pack will automatically have access to the new module.

The module is authored by Jaclyn Riley-Smith, a Senior Consultant – Corporate law, mergers and acquisitions with the Merlehan Group.

Jaclyn, through her roles in the corporate advisory teams of two large national law firms and secondment to the Takeovers Panel, has substantial experience in public and private mergers and acquisitions, joint ventures and shareholders agreements, ASIC, ASX and foreign investment regulatory issues, corporate governance, corporate restructures and general corporate and company law issues.
Currently, Jaclyn acts as a consultant on a wide range of corporate matters.

The first transaction covered by the module is an off-market takeover involving a bidder making offers directly to target shareholders to acquire target shares. The documents related to this process include:

• Confidentiality/standstill agreement for a listed company
• Bid implementation agreement
• Bidder’s statement Target statement
• Takeover timetable and key steps
• Substantial shareholder notice
• Directors minutes approving making of takeover and bidder’s statement
• Directors minutes approving matter relating to responding to takeover and target statement 
• Notices for lodging target’s statement
• Notices for lodging bidder’s statement

The second transaction contemplated in the module is a compulsory acquisition. A bidder may compulsorily acquire any remaining securities in the bid class that have not been accepted, at the end of a full takeover offer (ie a takeover offer made for all securities in the bid class, rather than a proportional takeover offer) if the bidder has met the compulsory acquisition thresholds under the Corporations Act 2001 (Cth). The documents related to this process include:

• Compulsory acquisition notice
• Scheme implementation agreement
• Scheme booklet
• Scheme timetable and key steps
• Cover letter to ASIC for review of scheme booklet
• Announcement regarding first court hearing
• Scheme meeting documents
• Announcement regarding second court hearing
• Announcements regarding implementation of scheme, suspension from trading and removal from official list

As with the other modules in the ACP collection, the M&A module reflects a standard of content and drafting normally reserved for larger law firms. Precedents are supplemented with tools such as drafting notes, optional clauses, checklists and commentary.