11 May, 2018
Baker McKenzie is pleased to announce that it has advised the Tokyo Stock Exchange listed LIFULL Co Ltd on its $187 million scheme of arrangement acquisition of the ASX listed Mitula Group Limited as announced to the ASX and TSE yesterday.
The transaction will create a leading global online classifieds and marketplaces group in 63 countries with 170 million visits per month giving customers access to more traffic and a great range of products and services.
The consideration reflects a substantial 88% premium to the closing price of Mitula shares on ASX for those receiving shares.
Mitula shareholders will receive cash of up to $16,000 per shareholder, and will receive LIFULL shares for any holding in excess of this or if they would prefer to not receive cash.
The transaction comprises a number of unique features.
Richard Lustig, the Baker McKenzie lead Australian partner for LIFULL and head of M&A in Australia said: “This is the first time ever that a company is offering Tokyo Stock Exchange listed shares as consideration for an Australian listed company.”
“The entitlement of Mitula shareholders to receive cash of up to $16,000 each provides an alternative mechanism for small to medium sized shareholders to realise their investment in cash should they so wish, and is also a special feature of the transaction”, he said.
“The cross border nature of the transaction involves each of Japan, Australia and Spain (where the parties each have operations), and is an excellent example of the cross border fluency of Baker McKenzie’s legal capabilities”, he said.
Baker McKenzie personnel working on the transaction comprise Akifusa Takada (Partner Japan), Tetsuo Tsujimoto (Partner Japan), Richard Lustig (Partner, Melbourne), Enrique Valera (Partner, Madrid), Alberto Escudero (Partner, Madrid), Caroline Tait (Special Counsel, Melbourne), Kosuke Yatabe (Senior Associate, Tokyo), Seiji Tomimoto (Senior Associate, Tokyo), Carlos Jimenez de Laiglesia (Senior Associate, Madrid), Claudia Fernandez (Mid Level Associate, Madrid), Robert Gough (Associate, Melbourne), Alex Hewitt (Graduate Lawyer, Melbourne) and Lucinda Atkinson (Associate, Melbourne).
The transaction builds on Baker McKenzie having been identified recently by Bloomberg as the leading mergers & acquisitions law firm in Australia for the first quarter of 2018.
