HSF, Thomson Geer confirm roles in $1.85bn Blackmores-Kirin deal

Under the proposal, Kirin will acquire all of iconic brand Blackmores' issued share capital

HSF, Thomson Geer confirm roles in $1.85bn Blackmores-Kirin deal

Herbert Smith Freehills (HSF) and Thomson Geer have confirmed their roles in a proposed deal that will see Kirin Holdings Company, Limited acquiring iconic local brand Blackmores Limited for $1.85bn.

The scheme implementation deed into which Blackmores has entered with Kirin involves the latter acquiring 100% of the issued share capital of the former. The transaction is pursuant to a scheme of arrangement at $95 per share, which includes a proposed special dividend of $3.34 per share. This represents a 23.7% premium to the closing price of Blackmores shares prior to the announcement of the bid, according to Thomson Geer.

HSF is guiding Blackmores, while Thomson Geer is advising Kirin.

“Blackmores presents an exciting opportunity to transform the scale and reach of our health science domain. Kirin Group is working to create social value and economic value by solving social issues through our business activities, and we have been transforming our business from a brewing business to the business model creating value across food and beverages and pharmaceuticals domains, based on the concept of 'CSV' (creating shared value)”, Kirin president and CEO Yoshinori Isozaki said in a statement.

Blackmores is expected to conduct a shareholder vote in relation to the scheme in July. Directors have made a unanimous recommendation to shareholders to agree to the scheme in lieu of a better proposal.

The vote will also hinge on the recommendation of an independent expert in the Independent Expert's Report as to whether the scheme is in shareholders’ best interests. Marcus Blackmore, the son of Blackmores’ founder and a major shareholder in the company, has agreed to vote in favour.

HSF added that the deal is “further validation of the quality of Australian businesses in the eyes of offshore buyers”. The firm’s team worked with Blackmores group GC Helen Mediati as well as the company’s team on the transaction.

Chair and senior partner Rebecca Maslen-Stannage took point on the HSF team alongside executive counsel James Shirbin. They were supported by solicitors Danielle Farrell and Georgie Juszczyk.

Maslen-Stannage referred to the deal as “a significant milestone in [Blackmores’] history”, and HSF will continue to work with Blackmores through to the completion of the transaction.

Partners Scott Gibson and Michael Ng headed up Thomson Geer’s team in working on the acquisition.

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