Corrs advises on second biggest Australian financial services deal

04 April 2007

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Corrs Chambers Westgarth has demonstrated its financial services industry expertise by successfully advising Suncorp Metway Limited (Suncorp) in its merger with Promina Group Limited (Promina).

The Federal Court of Australia has approved the scheme of arrangement, finalising the second biggest financial services transaction ever done in Australia and creating a top 20 ASX-listed company with an approximate market capitalisation of $20 billion on completion of the merger.

Since the signing of the Merger Implementation Agreement by Suncorp and Promina on 21 October 2006, Corrs has worked closely with Suncorp to obtain the necessary legal and regulatory approvals and to prepare a prospectus for a significant capital raising required for the completion of the transaction.

Working closely with the ACCC to secure their unconditional approval of the merger was one of several highlights of the process, which saw Corrs negotiate the underwriting arrangements, prepare and complete the prospectus and due diligence, and liaise with both ASX and ASIC for modifications and waivers of relevant laws and rules.

Suncorp has now lodged a prospectus for a $1.17 billion capital raising to partially fund the cash consideration to Promina shareholders. Due to the unique and ground breaking structure adopted for this complex deal, Suncorp received the funding from its underwriter on 12 March 2007 and the shares will be transferred to Suncorp shareholders in a pro-rata entitlement offer. Suncorp also made an offer to Promina reset preference shareholders to acquire their reset preference shares.

Teresa Handicott lead partner on the project praised the efforts of both the Corrs and Suncorp teams who “have put in extraordinary hours doing the highest quality work for months. The smooth progression of the transaction over the last six months is testament to the professionalism and hard work of everyone involved in the transaction at Suncorp and all of their advisers, but none more so than our team at Corrs. We are indeed fortunate to have people of this quality at Corrs and who show such dedication to delivering successful commercial outcomes for our clients.”

Teresa adds: “Suncorp are a superb client to work with. They are incredibly professional, highly organised and their “open door” policy provided our team with free access to the senior executives driving the transaction. This allowed us to focus on delivering the best possible result for Suncorp, both in negotiations with Promina and in successfully guiding the merger through its lengthy approval process.”

The Corrs team working on the transaction were Teresa Handicott, Eddie Scuderi, Andrew Mackenzie, Jonathan Cheyne, Juanita Rayson, Yi Zhao, Kelvin Kuan, Michael Anastas, Alison Chappell, Andrew Lumsden, Iain Laughland, Stan Lewis, Sara Georgandas and Catherine Johns.