Case Study: Woolworths
The problem
Woolworths sought to acquire 27% of the issued share capital of world-class data science and advanced analytics business, The Quantium Group Holdings Pty Ltd for A$223 million, to bring Woolworths' total investment in the company up to 75%. This transaction would mark the single largest investment in data analytics by an Australian retailer, involved significant commercial complexity, and required legal advisers who could bring a holistic, sensitive perspective to the intricate issues inherent in the deal.
Our solution
In our role as legal advisers, we achieved a careful balance between the control rights required by a blue-chip listed company in its subsidiaries (given its 75% ownership) and at the same time ensuring that The Quantium Group's management (which retain a 25% shareholding) were able to continue to run the business. This transaction involved significant commercial complexity, requiring Clayton Utz to work closely with Woolworths' accountants and commercial team in order to document the various pricing mechanisms associated with any future transactions concerning management's 25% holding. We also drew on the expertise from teams across our firm, including IP & Technology, Workplace Relations and Financial Services to provide a commercially viable solution to Woolworths.