Wellcom has entered into a Scheme Implementation Deed with Innocean under which Innocean has agreed to acquire 85% of the issued share capital of Wellcom for $6.70 in cash per share by way of a scheme of arrangement (Scheme), subject to conditions including shareholder and Court approvals.
SIDCOM, a company associated with the founding shareholder (Wayne Sidwell) will retain the remaining 15% of the shares in Wellcom, and shortly prior to the implementation of the Scheme, SIDCOM will enter into an Option Deed with Innocean.
The proposed Option Deed will grant a put option to SIDCOM and a call option to Innocean, which is exercisable in certain circumstances over a seven year period from implementation of the Scheme. The matter is due for completion on 27 November 2019.
Partner John Kim commented: "We are delighted to have assisted Innocean Worldwide on its major Australian M&A transaction, being the first Australia public M&A transaction for a company affiliated with the Hyundai Motor Group. The transaction will expand Innocean's offerings for the benefit of its clients."
The team was led by partners Huiyeon Kim and Stuart Dullard and counsel Andrew Kim, with key client relationship support from partners John Kim and Peter Kwon.
Further support was given by registered foreign lawyers In Kim and Woo Kim, lawyers Fran Barber, Matthew Parbhu and Georgia Monaghan and graduate Chris Beck (Corporate Transactions); partner Anita Cade, senior associate Maria Sun, lawyer Maggie Kearney and graduate Harriet Forster (Intellectual Property); partner Tim Brookes and lawyer Sashini Walpola (Information Technology); counsel Paul Zanelli and graduate Justin Fazzolari (Banking and Finance); partner Jennie Mansfield and senior associate Jacqui Woodroffe [admitted in South Africa, not admitted in Australia] (Employment); partners Sanjay Wavde and Barbara Phair, counsel Paul Glover and lawyer Laura Scro.
