Allens advises Australia’s largest private equity fund in $307m foods firm acquisition

The acquisition involved a novel unlisted scrip alternative structure and will see the food and beverage company delisted from the ASX.

Allens advised private equity fund manager Pacific Equity Partners (PEP) in the acquisition of Patties Foods Limited (Patties) by Australasian Foods BidCo Pty Limited (BidCo), an entity owned by funds managed or advised by PEP.
 
The acquisition which will see the food & beverage firm de-listed from the ASX was implemented via a members’ scheme of arrangement and involved a novel unlisted scrip alternative structure.
 
BidCo acquired 100 per cent of the share capital in Patties for $1.65 per share, inclusive of a special dividend of $0.25 per share.
 
The deal’s structure provided Patties shareholders the opportunity to choose to accept cash, scrip in the unlisted PEP holding company of BidCo, or a combination of cash and scrip.
 
The Allens team was led by M&A partner Tom Story and banking & finance partner Mark Kidston. The team also included banking & finance managing associate Rita Pang, M&A senior associate Anurag Verma, associate James Martin and lawyers Tom Hall and Kevin Ngo.
 
“We are pleased to have assisted our client PEP on its successful acquisition of this iconic Australian company using an innovative public-to-private transaction structure,” Story said.
 
The transaction was implemented on 22 September 2016 following receipt of Court and shareholder and regulatory approvals.
 
PEP is the largest private equity fund in Australia and New Zealand with PEP Fund V having more than $2 billion equity funds under management.
 
The investment in Patties continues PEP's track record in the consumer foods sector in both Australia and New Zealand, having owned and expanded businesses including Peters Ice Cream, Tegel, Pinnacle Bakery, Manuka Health, Griffin's Foods and V energy drinks.
 
Minter Ellison acted as Patties legal adviser in the deal. Patties’ financial adviser was Greenhill & Co. and PEP’s financial adviser was Citibank. Deloitte Corporate Finance Pty Limited was an independent advisor to the deal.

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