The merger will create Australia's largest integrated drinks and hospitality business, with approximately A$10bn of sales and A$1bn of EBITDA. The combined business will comprise highly integrated store-based and online offerings, with over 1,500 BWS and Dan Murphy's retail drinks outlets and 327 ALH hotels.
The merger is to be implemented through a restructure to form Endeavour Group and the process of restructure is expected to be subject to shareholder approval, anticipated to be sought at Woolworths' 2019 AGM.
Ashurst advised Woolworths on all aspects of the transaction, including corporate, tax structuring, competition, JV matters, IT, property and employment advice and the preparation, negotiation and settlement of the transaction documents.
The separation of Endeavour Group will allow Woolworths to benefit from a simplified organisational structure, a greater focus on its core food and everyday needs markets and opportunities to continue to build out its retail ecosystem. It will also allow Endeavour Group to realise its full potential through business simplification and efficiencies with greater access to capital to pursue investment and growth, while retaining the benefits from a strong partnership with Woolworths.
Lead partner, Phil Breden, said of the transaction:
"We are delighted to be working with the Woolworths team and its other advisers on this landmark transaction."
The Ashurst team was led by corporate partners Phil Breden and Greg Golding, counsels Michael Dearden* and Andrew Kim and associates Ben Lyttle and Fran Barber. Tax advice was provided by partners Vivian Chang and Barbara Phair, senior associate Eli Bursky and associates Anthony Hui and Laura Scro. Partner Tim Brookes and associate Sashini Walpola advised on IT arrangements. Real estate and hotels advice was provided by partners Jason Cornwall-Jones and John Stawyskyj, and senior associate Gaby Stach. Competition advice was provided by partner Alyssa Phillips and partner Stephen Woodbury advised on employment matters.
*Michael is qualified in England and Wales but not admitted in Australia.
