Firm fields Australian, US and UK lawyer to advise on the US$1.7bn acquisition
Herbert Smith Freehills (HSF) is advising on the acquisition of what one of its partners described as a “real Australian fintech success story.”
The global firm is acting for Optal, which has entered into a definitive agreement to be acquired by New York-listed WEX. The transaction includes eNett International, of which Optal is also a shareholder.
The agreement, announced by the parties in late January, revealed that total consideration for both companies was about US$1.7bn. That is composed of US$1.275bn in cash and about 2 million common WEX stock to be paid to the sellers.
“Optal is a real Australian fintech success story and we are proud to have supported them on this milestone transaction,” partner Raji Azzam said.
Azzam, who headed the Australia-based HSF team, also explained what made the deal complex.
“An area of complexity in this transaction was the deal structure, which involves the sale of two companies with different shareholder bases, in a single transaction, as well as the issue of US common stock to a disparate group of shareholders across multiple countries. This was coupled with multi-jurisdictional regulatory regimes and global counterparties in the UK, USA, and Australia,” he said.
Azzam was supported by senior associate Claire Thompson and solicitors Nikki Dalla Valle and Amber Kennedy. The transaction, described by Azzam as “truly international,” required HSF to field a cross-border team.
London-based experts also advised on the deal, HSF said, including partners Barnaby Hinnigan and Alex Kay, as well as senior associate Lucy Robson. Partner Siddhartha Sivaramakrishnan and senior associate Jin Kong of the firm’s US securities law practice also assisted on the deal.
WEX is being advised by Clifford Chance and Wilmer Cutler Pickering Hale and Dorr. The legal counsel for eNett is Wachtell, Lipton, Rosen & Katz.