The company is looking to acquire Matrix Composites & Engineering Ltd
MinterEllison is assisting Advanced Innergy Holdings Limited (AIS) with its proposed acquisition of Matrix Composites & Engineering Ltd (MCE) – Advanced Innergy Holdings’ inaugural Australian post-IPO pickup.
The pickup advances AIS’ strategy to establish a technical buoyancy and subsea ancillaries platform in addition to expanding its manufacturing reach across APAC. The acquisition will take place via scheme of arrangement for $0.40 per MCE share.
According to MinterEllison, the offer price was considered “best and final” in lieu of a competing proposal. The price represents a 66.7% to MCE’s undisturbed closing share price on 30 March prior to the final trading day before MCE’s receipt of a non-binding indicative proposal from AIS was announced, MinterEllison noted. The scheme is set to be implemented in late July pending the satisfaction or waiver of all conditions.
M&A/capital markets special counsel Keith Tan, who led MinterEllison’s deal team alongside M&A/capital markets partner Matthew Hibbins, told Australasian Lawyer that the scheme process was still to play out.
“The most challenging aspect to get to a binding implementation agreement was ensuring that our client remained agile and responsive throughout the process, noting that Matrix had initially declined to engage our client's approach back in 2025. Obviously, markets and the world have changed since then”, Tan said. “A key element of AIS' approach was entering into call option deeds over 19.9% of Matrix shares through arrangements with certain key shareholders, demonstrating the seriousness of its intentions. Having AIS declare its offer as best and final in the absence of a superior competing proposal was a further dynamic that needed to be carefully managed”.
MinterEllison indicated that its team worked on the transaction in the face of “cautious” market conditions and sluggish announced deal activity.
“It was critical to get the fundamentals right in this transaction. A key factor was the ability to adequately allocate risk between the parties in a way that genuinely addressed the current volatile environment. This included calibrating the conditionality of the deal and building in protections around general market movements and Material Adverse Change”, Tan told Australasian Lawyer.
He explained that it was important to “ensure appropriate conduct of business commitments were in place during the interim period”.
“In particular, the No Market Fall condition appears to be making a comeback, with such condition also featuring in IFM's takeover bid for Atlas Arteria”, he told Australasian Lawyer.
Tan added that the all-cash nature of the AIS transaction’s consideration was key to the proposed pickup’s progression as it offered MCE shareholders “certainty of value at an attractive premium”.
“The fact that the transaction was not subject to any financing condition gave the target board and its shareholders further confidence that the deal could be completed”, he told Australasian Lawyer. “Ultimately, it was critical to understand the deal fundamentals from both sides and find the right middle ground when calibrating buy-side protection - ensuring our client was adequately protected without overloading the structure with conditions that might impede the transaction's progress”.
Hibbins and Tan were supported by partner Bart Oude-Vrielink, senior associate Jarrod Sherwin and lawyer Mary Liu – all from the M&A/capital markets team. Specialists from the tax, FIRB, corporate and competition teams contributed as well.
AIS tapped Henslow Pty Ltd as its financial adviser in relation to the scheme.
