Merger Clearance

In Australia there are two merger control regimes – for competition issues affecting Australian markets, the Australian Competition and Consumer Commission (ACCC) and for foreign investors, the Foreign Investment Review Board (FIRB).

Reassurance you will get the advice you need

In competition reviews, we have a strong track record of achieving many of Australia’s most significant and complex merger and acquisition clearances including some that have broken new ground in competition law. We provide strategic advice to our clients on the likely regulatory response and steps required to achieve the outcome you want. In FY2021, we acted for the buyer, seller, bidder or interested party in almost half of all ACCC public informal merger reviews, and acted in 67% of complex matters (where the ACCC issued a Public Competition Assessment). As at June 2021, we are acting for interested parties in over a third of the ACCC's current public informal merger reviews.

How we add value

We assist clients to understand the issues arising with complex merger clearance and how best to resolve them. Our experience advising on many of Australia's most complex mergers and acquisition means that we are well placed to provide our clients with innovative solutions that are unique, meet their objectives and often lead to significant financial returns.

We are known for our positive and collaborative engagement and have an in-depth understanding of issues arising throughout the clearance process and how to resolve them, including Court and review options.

Streamlining our advice

A highly integrated team combines competition advisory and litigation, lowering the overall cost and risk in dealing with multiple advisers. We focus on ensuring that we understand your business well and can deal appropriately at each level of the business to provide accurate, timely, commercial advice.

• Woolworths: We acted for Woolworths on its proposed acquisition of a 65% stake in PFD Food Services (PFD), cleared by the ACCC after a public and protracted review. The merger review considered potential buyer power issues in grocery acquisition markets, issues that international regulators such as the CMA have also recently grappled with in similar markets.
• Gerbr Knauf KG: We acted for Gerbr Knauf KG on a series of divestment transactions following ACCC clearance of its USD$7 billion acquisition of American building products producer USG Corporation (USG) and Armstrong World Industries. The transaction involved an offshore acquisition of an indirect interest (50%) in a joint venture operating in Australia and associated with a well-known Australian brand (Boral). This involved implementing a complex divestment undertaking across four transactions.
• Flutter Entertainment: We assisted Flutter Entertainment and its Australian subsidiary, Sportsbet, on its acquisition of Canadian based The Stars Group. Clayton Utz obtained informal clearance without a public review which was a significant achievement given the ACCC’s focus on the gambling sector, and given that this merger has created the largest online betting and gaming operator globally with a geographic footprint in the UK, US and Australia.
• Slack Technologies: We advised on the merger of Salesforce, global leader in customer relationship management, and Slack, an open-business communications and collaboration platform. The transaction had a total enterprise value of approximately US$27.9 billion, unconditionally cleared by the ACCC.
• Heineken International B.V: We assisted Heineken with achieving regulatory approval from the ACCC for its acquisition of three marquee cider brands and the rights to two leading beer brands in Australia from Asahi/Carlton & United Breweries – this was a key strategic entry by Heineken into the Australian beer and cider markets.
• Singtel Optus: We acted for Singtel Optus in relation to the AU$250 million acquisition of the mobile virtual network operator business of Amaysim Australia – this significant result was achieved despite the ACCC's longstanding opposition toward consolidation in the mobile telecommunications sector.
• Pacific National: We successfully acted for Pacific National in Federal Court and Full Court proceedings in relation to Pacific National's acquisition of Aurizon's Acacia Ridge Intermodal Terminal, a transaction that the ACCC opposed in the merger clearance process. An application made by the ACCC for Special Leave to appeal was refused by the High Court on the basis that the application did not have reasonable prospects of success.
• Brookfield / Macquarie consortium: We advised on the USD$2.15 billion sale of Quadrant Energy to Santos Limited, the largest completed M&A transaction in the Australian energy sector in recent history.
• London Stock Exchange Group plc (LSEG): We acted for LSEG in securing ACCC clearance of its proposed acquisition of Refinitiv Parent Limited for a total enterprise value of approximately USD$27 billion. Our team secured one of the first unconditional competition/antitrust clearances for the transaction, which was subject to merger reviews in approximately 30 jurisdictions.